


Rise from the Ashes; Just to See You Again

by Mintstream



Category: Iron Man (Movies), Marvel Cinematic Universe, Spider-Man (Tom Holland Movies), Spider-Man - All Media Types, The Avengers (Marvel Movies)
Genre: ??? - Freeform, Dark May Parker (Spider-Man), Female Peter Parker, Genius Peter Parker, Intern Peter Parker, Irondad, Minor, Ned Leeds is a Good Bro, Past Sexual Abuse, Pepper Potts Acting as Peter Parker's Parental Figure, Peter Parker is Tony Stark's Biological Child, Spiderdaughter, it's kinda there, spiderson, steve/bucky - Freeform
Language: English
Status: In-Progress
Published: 2020-02-17
Updated: 2021-02-17
Packaged: 2021-02-28 01:08:45
Rating: Teen And Up Audiences
Warnings: Rape/Non-Con
Chapters: 46
Words: 236,806
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/22775431
Author URL: https://archiveofourown.org/users/Mintstream/pseuds/Mintstream
Summary: Tony Stark didn't expect Mary Fitzpatrick, or the news she delivered. He didn't expect that he would become a father, or that he would actually enjoy it. He didn't expect Penny to love him just as fiercely as he did her.He didn't expect to lose her so soon.In the wake of the loss of his daughter he tried--tried to do right by her. He became Iron Man, he was an Avenger, he protected his world because he couldn't protect his daughter, but through it all, he hoped to be reunited with his daughter.He didn't expect to be alive when he was.AKA the biological daughter kidnapping AU no one asked for. Hope you read, and hope you enjoy.
Relationships: Michelle Jones & Ned Leeds & Peter Parker, Ned Leeds & Peter Parker, Pepper Potts/Tony Stark, Peter Parker & Pepper Potts, Peter Parker & Pepper Potts & Tony Stark, Peter Parker & Tony Stark
Comments: 1601
Kudos: 2040





	1. Mary Fitzpatrick

**Author's Note:**

> Do I already have two unfinished works? Yes. Did I still write this one? Yes.
> 
> Comments and constructive criticism are appreciated, I'm a young artist and am always looking for advice. I also want to thank Emily_F6 and jessicagoddamnjones for being such huge inspirations for my writing. Anyway, hope you enjoy!

"It's yours, Mr. Stark."

The proof was indisputable, all labeled out clear as day in the paper in front of him. He searched through it, looking for anything that would prove the woman in front of him wrong, that he was not, in fact, having a child. Because he couldn't, he just couldn't. He wasn't supposed to be a father, and he most certainly wasn't supposed to be a dad.

He looked up at his assistant, who was checking things off on her clipboard, yet kept glancing at him expectantly, clearly waiting for a response. She waited a few more minutes before she got fed up with him sitting in his stupor, because she carried on.

"The mother, Mary Fitzpatrick, has asked for a meeting with you. I suggest you attend," she said, a hint of a warning in her voice, as if daring him not to meet the mother of his future child, "When would you like that scheduled, Mr. Stark?"

"Um, just--God," he covered his face and sighed through his nose, "Just get her over here as soon as possible. And I really mean as soon as possible. And, cancel everything else for the next few days."

"Very well. Will that be all, Mr. Stark?"

"Yeah--yeah yeah. That'll be all, Ms. Potts, just...don't tell Obie for the moment."

She gave him an odd look, but didn't question him, just continued typing and making notes. It was fair. He didn't exactly know  _ why  _ he didn't want to tell Obie, he'd known the man before he was even born, but something about the situation made him not want to. Tony knew how he would take it, it would be business as always, and that  _ wasn't  _ how he wanted to handle this...

How  _ did  _ he want to handle this?

"Of course, Mr. Stark. I'll alert you when she's ready to meet you."

"Thank you, Miss Potts," he grabbed a company stress ball off of his desk and threw it between his hands, just trying to find something to distract him from the news that was threatening to overwhelm him, "Dismissed."

Pepper left with a simple nod, her heels clicking on the floor as she did.

Tony leaned back in his chair, exhaling harshly through his nose. A kid, a baby. He was having a  _ baby.  _ Well, Mary Fitzpatrick was having a baby, he was more or less along for the ride. God, how had he been so careless? He should've, he should've--

Well, there was no point worrying about what he should've done, all he could do was plan for what he was going to do. And for now, the plan was to go home and...drink probably. To work in his lab and just try to forget, at least for a little while.

"Ughh, mmMMMm."

"Good morning, sir."

The voice of his AI rang through the room, worsening the headache that suddenly made itself apparent. He groaned in response, which Jarvis apparently took as a sign to turn his lights on, making him open his eyes before squeezing them shut again.

"I'm extremely sorry sir, but Ms. Potts has asked me to wake you up for your meeting,"

Meeting? He didn't have any meetings, Pepper had canceled them all. Unless--

Reluctantly, Tony got up, and, ignoring his throbbing head, he headed to the kitchen. When he looked out the windows overlooking the ocean, he realized just how late it must be. He vaguely wondered when he passed out last night, and how he got to his bed, before shrugging it off. It didn't really matter if he was being honest.

When he got to the kitchen Pepper was there waiting for him on her tablet, a pizza sitting on the counter next to her. He jogged over to her halfheartedly, making her look up.

"Good morning, Mr. Stark," she greeted.

"I hope that's for me," he said, forgoing a hello and grabbing the box, as well as pouring himself some juice. He stuffed a piece in his mouth, "Jarvis said I had a meeting, and I thought--"

"It's with Ms. Fitzpatrick. She also wanted a meeting as soon as possible so I went ahead and set it up for today. It's in a few hours at Stark Industries, and I'd advise you to not be late, Mr. Stark."

He swallowed his pizza nervously, feeling trapped under her piercing glare. Yeah, he should probably listen to her this time.

"Of course, Ms. Potts. Wouldn't dream of it."

He  _ did  _ end up being on time, for the most part at least. A few extra minutes making sure he got a good coffee couldn't have hurt, though judging by the look Pepper gave him as he walked into the pristine conference room, he was  _ very  _ wrong. She apparently decided to try and not make a big deal of it at the moment though, instead gesturing for him to sit down next to her. Reshuffling the stack of papers in front of her she turned to address the woman in front of her, who Tony had been pointedly ignoring.

He finally looked at her, and she looked right back, staring at him with a challenging gaze. Her curly hair was drawn back in a bun, and though she was probably seven or eight months pregnant she looked remarkably put together, sipping on a tea. She readjusted her glasses as they stared at each other until Tony finally looked away, turning to Pepper instead, who was leafing through her papers. The strawberry blonde didn't look up until she had found the one she was looking for.

"Now that Mr. Stark has finally joined us we can start," Pepper declared, setting a paper in the middle of the table, "This is a nondisclosure agreement, which we'll need you to sign no matter what decision you come to, which leads us to our next topic. What do you--"

"--I'm not keeping it," Mary interrupted, setting down her tea.

"What?" Tony asked, surprised. He understood that people generally didn't want to keep a one-night-stand baby, but the idea of his baby going up for adoption definitely irked him, "Why not?"

"I--well, being a mother in my line of work would be near impossible...I'm a SHIELD agent," she answered at their questioning looks, "And honestly, I just don't want to be a mother, but, well, I...I thought you might like the chance to be a father."

Tony let out a weird hacking noise, caught in between a cough and a laugh. Both women gave him strange looks, though Pepper's was definitely more judgemental. To be fair, he wasn't trying to be rude, but he had never been more caught off guard. And that was saying something.

"You-you want  _ me  _ to raise a child. I-I mean, the ways that could go  _ disastrously  _ wrong are numerous! I-"

"If you don't want it then you don't want it, Stark. I just thought you'd rather know, and that you'd rather have all the options laid out in front of you," Mary interrupted again, looking resigned.

That was true, he guessed. He couldn't imagine what it would be like if he Mary had had his child and hadn't bothered to tell him. But,  _ him _ , raising a  _ child!?  _ It was crazy, ludicrous! And yet, he couldn't stand the idea that he would never know the kid,  _ his  _ kid.

"Where would it go instead? If-if I didn't take it," he asked, eyes wide.

"I'd look into families--I've  _ been  _ looking into families--but it'd most likely go up for adoption,"

Adoption. He...didn't know how to feel about that, but it seemed to gnaw at him. He hadn't really planned on having children, hadn't thought he'd be suited for fatherhood, he still wasn't, but imagining his child with someone that wasn't their own family, felt like a cold slap to the face.

It took Tony a moment to realize that both Mary and Pepper were waiting on him to make a decision, looking at him expectantly. Whatever he decided would determine everything about the future of the child and--he could feel his breaths becoming shorter and his heart beating faster as the weight of the moment set in, as everything he had been ignoring and pushing to the back of his mind caught up to him.

"I-I need to think about it," he blurted out, just to say  _ something  _ . Mary blinked in surprise, probably just expecting an NDA and a big fat 'no.' To her credit, she recovered quickly.

"Of course, Mr. Stark. Will you-"

"We'll be in touch, Ms. Fitzpatrick," Pepper smiled, reaching over and shaking Mary's hand and getting up to show her to the door, "Call me if you have any further questions. And we'll make sure to give you a call soon."

The two women walked out of the room, Tony assumed that Pepper was going to walk her to her car, or at least the lobby. Tony didn't even get up from his chair though, the situation seemed to be weighing him down, as if he had been chained to the chair the moment he had sat in it.

And so he sat, his chin in his hand, and pondered. Pondered the future of his child. If he chose to not take it, it would grow up without him, he might never meet them, and would that really be so bad? They might grow up with a loving family, one who does a better job than him, and maybe the kid should. But, for all his reluctance, he couldn't stomach that picture. A little doe-eyed boy or girl cuddled up with their family, their father--and it wasn't him.

The thought struck a nerve in him, and in an instant, the invisible weight that had been chaining him down only moments before lifted and was replaced with the need to move, to do something. He stomped out of the conference room, making his way to his car on autopilot.

He'd gotten to the parking lot and opened his car door, so close to being home free, when--

"Tony, m'boy!!" yelled a familiar voice from behind him.  _ Not now.  _ He held back a groan, instead putting on a smile and turning around.

"Hello, Obie," he greeted through grit teeth, hoping that he looked happy to see the man.

"What're you doing here? I thought you were working on the new missile at home."

"Oh, um, yeah," he replied, grasping for an excuse, "Pepper wanted me to come in and um, check over a few things. I'm just as surprised as you are that I came out here."

Obie chuckled good naturedly, taking his cigar out of his mouth lazily.

"Well, while you're here, care for a drink with me in my office? I've got a few things I've been meaning to go over with you."

Tony cringed, just wanting to be at home, alone, preferably. His friend looked at him expectantly, but Tony waved him off.

"No thanks. I just needed to be here for a couple hours, I'm at a real break through on the missile, so I'll have to pass," and without another word he climbed the rest of the way into his car, giving Obie a wave as he blasted off, leaving a trail of dust behind him.

He kind of regretted it, he realized as he drove off, not telling Obie. He'd known the man for longer than he could remember, and while he could be a little insensitive, he was always ready to help Tony with what he was struggling with.

_Whatever, it's only been a couple of days. It can wait, he_ _can wait._

He wanted to tell Rhodey, if anyone could help, it was him. But unfortunately, he was overseas and Tony wasn't able to contact him at the moment. It always sucked, but  _ this  _ was the worst possible time for the man to be away. He had always had bad timing, crazy good advice though. It made him wonder what he'd say.

Probably something helpful.

When he got home he still didn't know what to do, which was fair, he guessed. He'd been given the chance to be a father only an hour ago. It wasn't exactly a decision to be made lightly.

He walked over to the bar and poured himself a scotch, sipping on it slowly.

How could he be expected to raise a child when he was drinking at the thought of his own? How could he be expected to be a good father when he'd never had one himself? He had no example, no reference on how to do this. And God, what would Howard even think about this whole thing? He didn't even want to imagine the disappointment and shame that would burn in his eyes.

But, what would his mom think? She'd be disappointed sure, but she'd be so excited to have a grandchild, why, she would've spoiled the kid rotten. She would've given them everything they ever wanted and then some. There was no doubt she would’ve loved the kid.

"Jarvis, what makes a father? A  _ good  _ father?" he asked, borderline desperate on what to do.

"I'm afraid I don't understand, sir."

"What makes a good father? How..." he swallowed, " _ How  _ can I be a good dad to my kid?"

"Sir, I am afraid I am not capable of answering this question."

Tony sighed, taking a long swig from his glass. It was at times like these that he missed the real Jarvis, who would've known what to do, who would've spoiled the kid just as much as his mom. Both of them would've loved his kid, loved them more than life itself.

And so would he.

He'd love this kid, tell them every day, they'd never question just how much he loved them. But, he could only do that if he took the kid. Mary didn't want it, and giving it up just  _ wasn't _ an option for him.

Then there was only one option left. And if he was being honest, he wasn't dreading it as much as he thought he would.

"Jarvis, make arrangements for a meeting with Mary, as soon as possible. And, order everything a baby would need. A crib, toys, diapers. And I want every parenting book ever."

"Of course, sir," was it just him, or did Jarvis sound kinda happy? "I shall alert Ms. Potts that you intend on keeping the baby."

Tony smiled, before the feeling of his heart in his throat stopped him. He looked around his house in dismay, at his bar and the memories of countless women in these rooms. He wanted this kid, but he had a lot to do before they got here. It wouldn't stop him though, he was going to be a dad, and nothing could stop him.


	2. It's a Girl!

Mary Fitzpatrick stared at him in disbelief, her brown eyes wide, looking as though everything she had ever known had been a lie. The woman glanced between him, Pepper, and the papers in front of them.

"You want it? You actually want the baby? Thi-this, I--really?!?" A smile was tugging at her lips, as if she was afraid to actually believe him. Her brown eyes were hopeful, before they turned a little doubtful, "This isn't some impulse decision, or a dare or something is it? Because you'll have to be there for it and--"

"--I-yes! I really want it, and that's a promise. I've put a lot of thought into it, Mary, this wasn't just some spur of the moment decision," he gave her a long stare, making sure she knew he was being sincere, "I'm in it for the long haul. This is my kid, and I'm willing to do right by them."

She was smiling in earnest now, her eyes brighter than before, before she seemingly reigned herself in and turned to look at the papers, which he passed over to her.

"In there is another NDA," Pepper started, listing what the woman would be signing, "A contract saying you are waving away your parental rights, that Tony has full legal control over decisions for the baby once it is born..." and on it on it went, making Tony even more glad she was there. Legal stuff always gave him a headache, but it was particularly bad when it involved his baby, he found, "...and of course we'll have to call in our lawyers, each of you needs a legal representative to go over these before anything is signed."

"Does that mean they'll get signed today or not?" Tony asked, turning to Pepper, who shook her head.

"Our lawyers are on standby, but I don't know about Ms. Fitzpatrick..." she trailed off, looking at the woman in question with a hint of doubt. Mary shook her head in response.

"I live in New York. I only flew out here to have a meeting with you and I honestly didn't think anything would get this far," she answered, "Should I call him or...?"

"I suppose," Pepper answered, "unless you want to go find a different lawyer."

"What's his name?" he asked, "I'll pay for his ticket and everything, I want him down here as soon as possible."

And he meant it. The man, Brian Torres, was in California and had arrived at his hotel room by 9:37, exactly 7 hours later. But until then, they had time to fill.

"Perfect," Pepper said, taking up the papers and putting them in a folder, "He'll be here tonight and we can go over everything tomorrow morning."

"Tomorrow?" Tony exclaimed, impatient. Pepper shot him a look, exasperated.

"Yes, tomorrow," she turned to address Mary, "Feel free to let him know all expenses are covered. Hotel, plane tickets, transportation, everything."

"Of course," the woman responded, her smile light, "I'll let him know,"

She stood up to leave, and Pepper followed suit, grabbing Mary's coat and bag for her. But Tony couldn't help but feel disappointed. He had planned on making a huge decision today, and he had basically done nothing. Tony stood up to show Mary to the lobby, and possibly even her car, but the urge to do something more was too strong to resist.

"How about you come by my house,"

Mary and Pepper both stopped, Mary looking surprised and a little confused while Pepper's face was masked with cool indifference.

"You can see where the kid'll grow up and we can throw around ideas. We could move you in temporarily while you're pregnant, so you can stay close by and all."

She tilted her head at that, thoughtful.

"That's not a bad idea, though I'll have to wait until I'm on maternity leave."

"Alright, then," he said, going to hold the door open for her, "I'm driving."

* * *

They managed to get to the parking lot, into his car, and completely off the property without Obadiah noticing them. Then again, Tony had told Pepper to keep him busy, and she was nothing if not perfect at her job.

Tony turned on the radio to some random 80's channel, keeping the volume low so they could talk easily. Mary made no move to talk though, and they were halfway to the mansion when he couldn't take the silence anymore.

"Have you thought of any names or is that going to just be a 'me' decision, cause' I've already been looking at some. Of course I don't know the baby's gender, but I was thinking about James or Jamie, though I don't know if James is too basic or not."

He rambled on, trying to hide how nervous all of it really made him feel. He felt mostly successful, which was probably due to his years of practice in front of the press. Mary smiled, apparently amused.

"It's a girl, if you were wondering," she told him, answering the question he hadn't asked aloud.

Tony's heart leaped in joy and he couldn't contain the goofy grin that spread over his face. A girl, a girl! He was going to have a girl. It made the situation feel even more real and Mary had to let him know that the light had turned green.

He didn't stop smiling the whole way back, throwing names back and forth, though he still wasn't satisfied with any of them. He might want to look at some old family names to see if any of them caught his eye.

"This way, Ms. Fitzpatrick," he directed Mary when he parked the car. She followed him inside, taking in the size and the view of the mansion with a pleased smile. She looked worried, however, when she saw the bar, her lips pursed.

"I'm getting rid of it. Going clean and getting rid of all the alcohol in the house."

"Good. And, um, the cliff seems rather dangerous,"

His heart jumped at that, caught between speeding up and stopping all together. His house overlooked a cliff, a fucking cliff.

"I'll get it fenced, and she shouldn't ever be by herself long enough to somehow fall off a cliff," he assured, making a mental note to ask Jarvis to have some people come over to build a fence, "Here, I'll show you to where you'll be staying."

Her room was down the next hallway over from his. Like his room, it had a nice view of the ocean and high tech lined the windows and walls, telling the temperature, news, blocking out lights and creating visuals of whatever she pleased. The tech was nice (obviously), but the room itself was a little plain, after all, it was only a guest room. Mary sat down on the bed, taking in the ginormous room.

"It's nice, Mr. Stark."

"Please, call me Tony."

"Then it's very nice, Tony. Where will the kid's room be?"

"It'll be across from mine. It hasn't been set up yet though, so there isn't much to see," he told her, shrugging.

"I'll take your word for it," she smiled, getting up. Immediately she gasped and doubled over, clutching her belly, Tony rushing to her side in an instant.

"What? What is it? Are you okay?"

"She kicked!" she exclaimed, grabbing his hands and placing them on her stomach. Tony let her, shocked into a stunned silence. After a moment he looked up at her in confusion, not feeling anything, "That was the first time she kicked!"

"I guess she tired herself out," Tony chuckled, standing up and putting his hands in his pockets, feeling awkward, and a little disappointed he didn't get to feel it. Mary seemed to realize his discomfort, and moved the conversation forward.

"What else were you thinking for names? Or godparents?"

"I've already got a godfather in mind, and I was going to look over some old family records for names."

"Have you got them with you?"

He raised an eyebrow, "Yeah?"

And that's how the two ended up, hours later, sitting on the floor combing through old books and photos of Tony's family history. They ordered takeout (and some pistachio ice cream for Mary, who was having cravings) and played a movie while they came up with baby names, Jarvis keeping track of their favorites. They looked at cribs and toys and more baby stuff than Tony had seen in his entire life. It wasn't until Pepper came in to ask him for a signature for some company thing did they realized how late it was, just past nine. Which, okay, wasn't actually late, but he hadn't expected for her to be over for so long. They'd been at his house since 3:45.

Tony offered for her to stay the night, but Mary insisted she'd rather go to the hotel, so he drove her back.

By the time he laid down in bed he was still too excited to go to bed, despite the fact that he'd worked in the lab for four hours after Mary left, and he wasn't quite sure what to do with himself. So he had Jarvis download some parenting-guide books. They weren't anything super complex, just a lot of reading on basic baby needs and how to interact with them.

He shot his AI a dirty look, sure that Jarvis had picked some really simple books to dumb things down for him, but didn't say anything. It was a good start, really. Tony didn't know anything about kids, but he was about to learn. The man smiled again. It was a goofy grin that crinkled his eyes and seemed to lighten his entire being.

"It's a girl, J," he grinned aloud, even though the AI already knew that. Which he was sure to tell Tony, his tone full of sass. Tony fell asleep with that thought repeating, making promises to himself and his kid to be the best dad he could be. I promise:

_I'll be there for her. She'll always be loved, and she'll know. I'll tell her everyday. I'll never hurt her, and I'll keep her safe from harm. I'll accept her, I'll love her._

God, he couldn't wait to meet his kid.


	3. Penelope James Stark

**Notes for the Chapter:**

> enjoy the baby!!!!

Tony flipped the instructions open, looking between the completed example on the thin paper and the atrocity of a crib that he had somehow managed to create. He was a world class engineer, how had he managed to fuck up a crib so badly? It was a crib!

"I think this one's defective, J," he snapped out, beginning to take it apart, "I mean, I've got about five extra parts. There's no way I need these."

"What the hell do you even need a crib for?" joked a familiar voice, one that Tony hadn't expected to hear for a couple of more months. Rhodey stood in the doorway of the newly painted room, which was a pale yellow, still in his uniform and looking extremely confused.

"Platypus!!" he greeted, smiling widely and walking over to his friend, "I wasn't expecting you so soon! Or like, at all. I never get to know when you're coming back."

"Not my fault, Tones," he responded, giving him a hug and patting him on the back, "What's with the crib?"

"It's for, well--promise not freak out?"

"With your history? No."

"Eh, guess you'll never know then."

"Tony, come on, man! Is Dum-E getting a new room? 'Cause he'll need a crib sturdier than that thing."

"It's not finished yet!" Tony humphed, "Besides, it's not for Dum-E. I'm, well, I'm having a kid, Rhodey."

Rhodey blinked, looking between him and the unfinished crib that Tony was considering just throwing out. What if he just custom made one? It'd be a lot cooler, with built in nightlights and sound system. Of course, Tony needed one in his room too, since all the books he'd read had said it was good to have the baby in your room for at least six months. Maybe the defect crib should be in his room, since it was temporary, and the cool one would--

"You're joking right? This is some elaborate prank where you set up an entire fucking nursery just to mess with me?" Rhodey asked, sounding unbelievably confused about everything.

"No, I'm actually having a kid," Rhodey looked doubtful though, and he sighed dramatically, throwing back his head in exasperation, "Here, just--"

Tony left the unfinished nursery, gesturing for Rhodey to follow him across the hall to his own room. He grabbed one of the multiple parenting books off of the desk by his bed and pushed it into Rhodey's hands, who looked dumbfounded.

"I've been reading that, and these," he gestured to more books that were littered around the room, "Jar has been showing me informational videos, testing me in emergency situations. I took a baby CPR class--and look! Here!"

The man looked at the photos that Tony had shoved into his hands, hesitantly putting the book down and flipping through the photos. Tony could see the exact moment that it hit, he looked at Tony, mouth agape, and back at the pictures, tearing up a little. It was similar to Tony's reaction when he had received the photos.

It had only been a couple of days since Mary had been at his house, everything had finally been signed and he'd decided to celebrate by reading a parenting book on his couch when he got the call. He'd answered immediately when he saw it was Mary, heart clenching in fear that something had happened.

"Mary? Is everything alright?" he'd asked, unable to keep the worry and slight panic from his voice.

"What? I'm fine, Tony. I just wanted to see if you wanted to come with me to the doctor's office?" Mary had responded, sounding confused at his admittedly over-the-top reaction.

"Doctor's office? Why?"

"I need to go in for a check-up, for the pregnancy, and they need to take an ultrasound--t'see if the baby's healthy and all that. D'you want to come?"

"Yeah, of course!"

"Cool, meet me at..."

She had rattled off some random doctor's office and told him to meet her there in about an hour and a half. Thankfully it was only about an hour away, so he knew he'd get there in time. He'd left his house in his least flashy car wearing jeans and a t-shirt as well as glasses, a baseball hat, and a hoodie. Hopefully nobody would pay much attention to him.

Tony had actually ended up getting there earlier than Mary, which was a surprise, then again, he had a car and she had most likely had to find a cab since she lived in New York and didn't have a car here. The doctor's office had been relatively crowded, with an elderly couple, a few pregnant woman--one sitting by herself and the others with their husbands--and a toddler there with her dad, who were playing with those block-things that were on metal paths. He'd watched them for a few minutes, wondering if he'd be doing that with his daughter in a few years, (he needed to start looking into doctors and pediatricians, make sure he found somewhere that would be discreet) until Mary walked in.

He'd gotten up to greet her, shaking her hand and asking how she'd been--the usual formalities--and they'd fallen into a comfortable rhythm, asking about each other for a few minutes before lapsing into a comfortable silence. It was half an hour before they had been called in, a woman coming through the door and shouting, "Mary Fitzpatrick? The doctor will see you now."

They'd been led into a room that was painted a bluish gray and told that Dr. Murphy would be there in a few minutes, and sure enough, she'd arrived exactly three minutes later.

"Alright, what seems to be the problem?" Dr. Murphy had asked, sitting down in front of Mary, who was on the bed-thing. Mary had put a gentle hand on her belly.

"Nothing. Just here for a check-up, and an ultrasound," she'd answered.

"Alrighty, I'm just gonna listen to the heartbeat..."

All in all, the check-up had gone by pretty quickly, and before he knew it he'd been squinting at a screen as the doctor tried to help him make sense of it.

"It's just a blob," he'd told her bluntly.

"Yeah, but look here, it's a foot, see?" she told him, and he'd squinted more, leaning in closely.

"Sure," he'd said, not really seeing it, but as the woman kept pointing things out, it eventually took shape and he could finally make out some semblance of a baby. His baby, and he'd nearly cried.

Nearly, he told himself. He totally hadn't cried a little bit.

And then they'd left, Mary handing him the envelope of photos and a DVD of the ultrasound, they'd said their goodbyes and promised to see each other soon.

Tony was snapped from his memory when Rhodey finally managed to find his voice.

"You're, you're--wow! You're having a kid!!" Rhodey exclaimed, looking very excited as it all set in, _"You're having a kid!!!"_

"I know that, Honey Bear. Why do you think I was making a crib?"

"Failing at making a crib," Tony huffed, "What is--what are you--"

"It's a girl, and...I was hoping you'd be the godfather,"

Rhodey, if possible, smiled even wider, nodding.

"Of course, Tones. I'd be honored," Rhodey replied, and Tony breathed a sigh of relief. He hadn't thought that Rhodey would say no, not in a thousand years, but there had been the irrational little nagging of doubt that Rhodey would be mad at him, that he wouldn't want anything to do with him or his kid. Of course, that was ludicrous, he didn't think Rhodey could look happier as Tony told him everything about the whole situation with Mary.

They ended up going back to the nursery where Rhodey managed to take apart and put together the crib correctly, which confused Tony to no end. Then they were on the floor, just talking and relaxing, and it almost reminded him of college.

"I'm going to have someone paint the ceiling," he told Rhodey.

"The ceiling? Why?"

"Like, y'know how people will paint their nurseries like, settings and stuff? What if the ceiling was an ocean?"

"The room's yellow."

"It's the beach, then."

"Sure, Tony. So, when's the kid due?"

"August seventeenth. Three weeks and four days from now."

"That's precise."

"It's her due date," he responded lightly, chuckling, "Mary will be here in a couple of days though, if you want to meet her."

"Here?"

"Yeah. She's moving in until the kid's born. Smoother transition I guess."

"Alright then, I'll see you in a couple of days," Rhodey said, getting up.

"Really, Sour Patch? You're leaving?"

"Uh, yeah. I've got things to do, onesies to buy. Fair warning, if you don't spoil your kid I sure as hell will."

Tony snorted and got up as well, walking Rhodey to the door.

"Sure, Rhodes, whatever. See you later."

"Bye, Tony."

* * *

Mary had moved in a couple of weeks ago, and she and Tony had fallen into an easy dynamic. He'd make her breakfast, usually just eggs and toast, and he'd leave for work, or he'd head down into his lab to work on Stark Industries' newest weapon. The whole time she'd been over, since he'd met her really, he'd been ignoring Obi, and it seemed as though the man had decided it was enough.

Tony had just finished making the scrambled eggs and was putting them on their plates, one for him and one for Mary, when a familiar voice called his name from the living room.

"Tony!! How've you been? I haven't heard from you in weeks!" greeted Obadiah, walking into the kitchen. Tony froze, looking like a deer in headlights, and it took him a moment to respond. Shit, he hadn't told Obi yet.

"Hey, Obi! What-what are you doing here?" he asked, uncharacteristically nervous.

"Haven't seen you in a while, so I thought I'd drop by, see what you were up to," the man answered, chuckling, "What's been going on? You've been acting weird. Pepper too. Why, I can barely get a word in with either of you before you're just gone,"

Right, he'd told Pepper not to tell Obi anything. Tony was regretting that now, she sure would've made sure things blew over smoothly, and now he had to tell Obi a week away from the due date while Mary was in the house.

"Well, you know what, Obi? There's actually something I've been meaning to talk to you about. What if we just talked out--"

"Tony?"

Both Tony and Obadiah turned towards the voice, who froze momentarily at seeing Obadiah but recovered quickly, placing a protective hand on her swollen belly. So...this wasn't great.

"Uh, Mary! Hi! I was um--your breakfast is done if you want to sit down," he stammered, avoiding looking at Obadiah.

"Eggs as always?" she asked, playful.

"Sorry, that's all I know how to make,"

"Um, Mary? Was it?" Obadiah interjected, "I don't mean to sound rude, but who are you?"

Tony and Mary exchanged glances, and she hesitated, not sure how to answer.

"Obi, can I talk to you real quickly? Outside?"

Tony led the man to the patio outside, the automatic lights turning on as they leaned on the bar that Tony had emptied the night he had signed the custody papers.

"Who was that? Some family friend or something?" Obadiah asked, looking over the counter, "Hey, where's the--"

"She's pregnant," he interrupted.

"Yes, I could see that, Tony. What's she doing here?"

"It's mine," he could see the moment it hit Obi, the smile wiped off of his face.

"It-it's yours?"

"Yeah. 100% confirmed. Tested and everything. She's due in about a week."

"Well, what's she doing here?"

"She's staying here until she gives birth, then she'll head back to New York I guess."

"Oh, that's good, then. And she's already signed everything? She won't tell the press or anything?"

"Yeah, she's good. She just wanted to know that the kid would be taken care of. Y'know, I gotta say, you are handling this a lot better than I thought you would," Tony told him, watching him go back to looking for a drink in the bar.

"Yeah, well, she'll be gone in a week and you'll never hear from her or that kid again, so--"

"--What?"

"Her and the kid? They'll be gone. Which, honestly, good riddance! The kid from some slut from your one-night-stand's would be disastrous for the company! I mean, the stockholders would go insane, and the press would have a field day with this! I mean--"

"Slut? Obi--what," Tony stumbled over his words, beyond confused, "She's having my kid! Why--"

"Why are you freaking out on me, Tony? I don't even understand why she's here. It sounds like she got her hush money--"

"I'm keeping it. I'm keeping the kid, it's mine," he said forcefully, his gaze challenging as Obadiah stared at him, jaw agape.

"You-you're, you're keeping it!?"

"Yes."

"Tony," the man said consolingly, putting an arm on his shoulder, "What--this kind of thing, we can make it go away! I mean, this is ludicrous, even for you--"

"--Get out," Tony said, his voice cold. Obadiah exclaimed in surprise and removed his arm, as though burned, "Get. Out. This is not a thing. It's my daughter. I'm not 'making her go away.' So get out until you can accept that, Obi."

"Tony--"

"I said _get out!!!_ " he roared, and his friend fixed him with a cold stare, looking positively murderous.

"Fine," and then he was out the door, stomping through the kitchen and leaving through the front door. Tony didn't watch him drive off, but he heard him, the engine revving loudly. Tony stared at the door, his eyes hard and narrowed. He hadn't wanted to tell Obi, but he didn't think it would end like this, that his reaction would be that, that--

"Tony?" came a pained gasp from behind him, and he turned in apprehension. What now? "My water just broke,"

Oh. _Oh._

"Bu-but, it's too soon! You're not due for another week!" he exclaimed, running over to her.

"Well, apparently she's impatient," Mary said, endlessly calm, "I'm going to change, then I'm going to finish eating--"

"--What!!--"

"--and then we'll go to the hospital."

Before Tony could protest she left, hurrying off to her room. Tony muttered obscenities under his breath as he went to get cleaning supplies. He had a mop, right? Was that what he needed, or just a cloth?

Mary stayed true to her word, sitting back down at the table and eating her eggs, and then eating his too when he told her he wasn't hungry. He tried not to bug her about it too much, but he had to admit that it was making him nervous and that he was more than ready to go when she finally finished eating.

He didn't bother to put their plates away, just ushered her to the car, making sure it was one that he had installed a car seat in. Mary didn't complain, just got in the car, groaning at what he assumed was a contraction. He called Rhodey and Pepper on the way, telling them which hospital they were going to before hanging up. They were pretty short conversations.

They arrived at the hospital in half an hour. He dropped Mary off at the front and went to park the car. He should have called Happy, but he was unfortunately on vacation. Shit, he hadn't told Happy...later, not his biggest problem at the moment.

When he hurried in Mary had already checked in and been taken to a room. The receptionist pointed him towards the room, not looking up. He entered the room hastily, trying to seem calm but failing. Nothing was ready! He still had to put things up in the nursery, and he had yet to baby-proof the kitchen. Had he read enough books? Were books even enough? Maybe he should've taken that CPR class again, just to make sure--

"Um, excuse me? What are you doing here?" asked a voice, interrupting him from his panicked thoughts. He blinked at the nurse in front of him, a bit slow to respond.

"I--"

"Oh, you're the father aren't you?" the nurse supplied for him, smiling a little. He nodded, swallowing, "Everything's looking fine. She's a bit early, but that's perfectly normal. Her contractions are rather far apart at the moment. Do you want to sit with her?"

He nodded again and she led him to Mary, who was laying the bed, already in a hospital gown. She looked perfectly content, reading a book. She looked up when he approached and gave him a tight smile. They talked for a bit, both a little impatient as the hours ticked by. He was saved from his boredom and panic by the arrival of Rhodey and Pepper, who he met out in the lobby.

"How's everything going?" Pepper asked, sounding out of breath.

"Slow," he deadpanned, "Her contractions are at thirteen minutes, so we've still got a while. But there haven't been any complications so that's good,"

They talked for a little bit longer, going over what had yet to be set up and some SI business, before he headed back to Mary. And that's how the hours went, he flitted between Mary's room and Rhodey and Pepper until he didn't want to leave Mary's side, much to the nurses' annoyance. 

It all ended up happening so fast Tony felt like he barely blinked, and suddenly--

Mary had been screaming, yelling profanities as the doctors and nurses told her to push. Tony held her hand, feeling more than a little awkward, and then Mary let out a huge sigh, there was a moment of calm before the screaming started up again. Only this time it wasn't Mary.

"She's here," Tony whispered, to no one in particular. Her face was pink and she continued to cry as the doctors cleaned her and wrapped her up, putting a little beanie on her. Before he knew it she was being passed to him as the nurse cooed.

"Does Daddy want to hold her?" she said in a sing-song voice, passing her over, "There you go, support her head and--yep, just like that, you're a natural!"

Tony stared down at his daughter, who had quieted in his arms. She dragged her arm out of the blanket and, with surprising strength, grabbed his nose, laughing in that weird baby way. Her eyes were so big and brown, and he realized they were his exactly. Her hair was dark and curly, peaking out through the beanie, and Tony couldn't help the laugh that escaped him. It sounded wet, yet he couldn't remember ever being this happy. Ever feeling this complete.

He was only dimly aware that he was crying. Only a little though, he tried to convince himself.

Here she was. His daughter. Perfect and whole and happy. And he swore then that he would protect her, that he would be there for her, no matter what.

"What's her name?" the nurse asked.

"Penelope," he whispered, "Penelope James Stark,"

The nurse wrote it down with a small smile, "Well then, welcome to the world, Penelope,"

 _Yeah,_ he thought, _Welcome to the world._


	4. Before He Was Ready

**Notes for the Chapter:**

> Straight up, this is like the best thing I’ve ever written. I hope you enjoy it!! And comments are appreciated!! <3<3

Penny was taken from him before he was ready, then again, he didn't know if he'd ever be ready. The nurse assured him it was just for a check up and that he'd see her again in no time at all. It still made him nervous though.

As Penny was taken away another nurse gave him a photo of Penny, that she had apparently taken just minutes before, telling him that she seemed very healthy and that he would see her in the nursery soon.

"Is she alright?" asked Mary behind him, her voice drowsy.

"Yeah," Tony answered, his voice gentle, "She's good. Just getting a check up. You can sleep if you want, Mary."

She eyed him for a moment before nodding and closing her eyes, clearly ready for the conversation to be over so she could just sleep. Which, considering she had just given birth, he couldn't blame her.

Tony wasn't sure what to do with himself, his arms felt so _empty_ without Penny, so he walked out of the room and headed down the hall on autopilot. It wasn't until he heard a familiar voice calling out his name that he pulled himself back to the present. Rhodey and Pepper were in the waiting room, both were standing and looking at him expectantly, their faces tight with worry. Tony grinned at them.

"She's six pounds and seven ounces, both her and Mary are doing fine," he told them, his grin growing wider. Pepper sighed with relief, a smile tugging at her lips while Rhodey threw his hands in the air as though in triumph, his relieved laugh infectious, "Her name is Penelope James Stark, and she's ready to meet her godfather."

"You...you named her after me?" Rhodey asked, his smile disappearing as his eyes grew wide.

"Who else?" Tony responded, "Come on, 'nurse said she'd be in the nursery."

And she was. Tony pointed her out among the other babies, and Rhodey and Pepper cooed at her, smiles alight on their faces.

"Oh, she looks just like Mary," Pepper said, her voice soft. Tony did see Mary in her, but somehow, even as a baby, he thought she looked so much like his mom.

"Yeah, but I bet she'll _act_ like Tony," Rhodey responded.

"Oh I hope not!" Pepper exclaimed, and Rhodey barked out a laugh. Tony placed a hand over his heart in mock hurt, scoffing.

"Words hurt, Ms. Potts," he joked, and she laughed a little.

They stayed at the hospital for the night, Tony retreating to his and Mary's room while Rhodey stayed out in the waiting area. Pepper ended up going home but said she'd be by first thing in the morning.

When Tony walked into Mary's room carrying Penny she was already asleep, hugging the pillow underneath her. He wished the same could be said for Penny, who was starting to cry.

"Hey, it's okay, Bambina," he whispered, shushing her. She continued to cry until he pressed a bottle to her lips, which she started drinking greedily. Tony sighed in relief, "Good thing Mary pumped you some milk, huh Panda?"

Penny just continued to stare at him, sucking on the bottle. Tony smiled at her as she ate, endlessly amazed by his daughter, which still sounded so absurdly unreal to him. When she was done he burped her, startled by the surprisingly loud burp she let out, and placed her in the crib gently. She fell asleep quickly, which Tony was thankful for. He was surprisingly tired, and he followed her lead, falling asleep in the crappy hospital chair by her crib.

When Tony woke up it was to an already familiar scream. He grabbed Penny immediately, rocking her in his arms as he shushed her, not wanting her to wake up Mary. When he looked up however, it was to find that she was already up and moving. She was already out of her hospital gown and in her normal clothes, and she was eating at the moment.

"Morning, Tony," she greeted, shoving a forkful of eggs into her mouth, "She alright?"

"Yeah, she probably just needs her diaper changed, so."

She hummed and took a sip of water as Tony got up to change Penny, who was not very happy with her situation it seemed. She calmed down when he was done, giggling up at him and waving her chubby arms. Baby mood swings were kind of intense if he was being honest. He then grabbed a bottle of milk for her and began feeding her, he also struck up an awkward conversation with Mary while he was at it.

"You're up early," he remarked.

"It's 8:45," Mary responded, "And I'm leaving soon, anyway."

"What? Like, this morning soon?"

"Yeah," Mary said, "I've got to get back to work and I'm pretty sure you and Penelope are supposed to leave this morning anyway."

He guessed that was true, that this had always been the plan, but it was going to be weird without Mary. He'd grown used to having her around.

"Have you seen Rhodey?" he asked, shifting the conversation, "Or Pepper?"

"No, but they're probably just out in the waiting room. Rhodes stayed the night didn't he?"

"Yeah, I'll just call him later."

Mary set aside her tray and grabbed her bag, looking through it. He realized dimly that it was the same bag she'd brought when she'd come to stay with him. She was an insanely light packer.

The woman paused for a moment before looking up at him and flashing him a sharp smile, and Tony knew instantly that it was the last time he would see that smile.

"It was nice to see you, Tony, and I wanted to thank you before I left. I'm glad you decided to take Penelope, and I know she'll find a great father in you."

Tony swallowed, smiling at the woman in front of him fondly. He barely knew her yet her words meant everything to him.

"Thanks, Mary. That-that means a lot. It was great to really meet you. And, here," he shifted Penny and managed to grab his wallet, fishing out a few hundreds, "For the plane ticket. Have a safe flight."

She nodded in response, said a quick 'thank you,' and left, like ripping off a band-aid.

"Well, now it's just you and me, huh, Pigeon?"

Penny grabbed his nose in response.

* * *

"Does Shortcake like the bubbles?"

Penny gave out a shrill, happy shriek and waved her arms wildly, splashing him with water. Penny was two months old now, and baths were by far her favorite activity, though he was sure spending time with him was a close second.

After a few more minutes of washing Penny's hair, which had grown alarmingly fast, he picked her up and wrapped her in a towel tightly, grimacing as she began to cry. She hated when he took her out of the bath.

"Drain the tub, J," he told his AI, scrubbing Penny's head in an attempt to dry her fluffy hair.

"Yes, sir. And sir, Mr. Stane has arrived on the property."

Obadiah? What did he want? Tony was going to have to see him in a couple days anyway, as his paternity leave was ending.

"Is he inside?"

"He is approaching the door, and per recent protocol I am not allowed to let him in unless you personally authorize it," Jarvis reminded him. Oh, yeah, he kinda forgot about that. He supposed that was kind of extreme, it wasn't like Obadiah was going to hurt anybody.

"Let him in and tell him I'll be a moment," he told Jarvis, walking into Penny's room. He put her in a diaper and an Air Force onesie from Rhodey, making sure to grab her favorite stuffed animal from her wardrobe on the way out. It was a stuffed platypus (also from Rhodey) which he just called 'Platypus' since Penny couldn't name it yet.

Tony made his way to the entrance area, finding Obadiah standing there holding a pink gift bag in one hand and a bottle of scotch in the other. He smiled when he saw Tony, lifting his gifts in the air.

"Tony! It's been a while!" Obi greeted.

"Hey, Obi. What're you doing here?"

"What? I can't drop by?" he asked innocently.

"Considering why we haven't seen each other in a while, not really, no."

"Well, I came to apologize, Tony. After all, you're family, and that makes this little bugger family too," he said, pointing at Penny, "See? I brought presents!"

Tony raised an eyebrow at the scotch, not knowing if he should tell Obi he wasn't drinking anymore or if he should just throw it out when he left. For the moment though, he just smiled.

"Does Panda want a present?" he cooed at his daughter. She giggled and threw Platypus on the ground, making Tony sigh as he bent down to grab it.

Obi's present ended up being a pink stuffed fox, which Penny promptly threw on the ground in a shriek of delight.

"Guess she likes it, huh, Tony?" Obi commented, "And _I'm_ going to like this."

He popped open the scotch and started pouring two glasses.

"No, Obi, I'm not drinking anymore," Obi stared at him for a moment before regaining his composure.

"Of course, new father and all. More for me, then."

He left about twenty minutes later, and that was that he supposed. Bit of an unorthodox apology, but Tony wasn't going to complain, he'd known Obi for years and he was just glad that their friendship wasn't over.

"Ahh!!" Penny shrieked again, and Tony looked down to see she'd thrown her new toy again.

"We're going to have to learn not to throw things, aren't we?" he commented, picking it up, "Maybe I'll just put it on the wardrobe in your room. Then you won't be able to throw it, Buggy."

When he looked at her he realized her face was scrunched up and concentrated in the only way a baby could be.

"And we'll change your diaper again."

* * *

Cameras flashed in his face as a hoard of strangers yelled questions that all blended together until he was unable to make them out. It was tiring, and it would've been anxiety inducing had he not grown up surrounded by it. As it was, the crowd didn't bother him, but the reason why they were at Stark Industries that day did.

It'd been an average day, he'd dropped Penny off at daycare, which he'd still been growing used to. She was seven months old and had been going for about a month, and though she hadn't cried when he dropped her off the first time he nearly did. But it'd been a normal drop off, at least he thought it had been.

"Mr. Stark," had come the voice of his secretary from his phone, "Mr. Stane is on his way to your office. Says it's urgent."

Tony had looked up from his computer, wondering what he'd done this time, to stare at the phone for a moment before Obi walked in the room without knocking.

"Yes, thank you, Katelyn," he'd said into the phone as Obadiah sat in the chair across from him, fuming, "To what do I owe the pleasure, Obi?"

"We've got a situation," he'd snapped back, crossing his arms.

"I can tell. What kind of situation?"

"A press situation."

"Well, that's nothing new," Tony had deadpanned, "What? The tabloids think I'm dying 'cause I'm not taking women home anymore?"

"Actually--"

His phone had rung again, interrupting the man. Tony'd picked it up as Obi glared at him, getting up and looking around where he used to keep alcohol in his office. He never seemed to completely accept he wasn't drinking anymore.

"Stark," he'd answered.

"It's Pepper," responded his personal assistant, "Have you seen the news?"

"No, but I'm going to assume it's not great, since Obi's in my office fuming about it."

"Okay, good, he'll explain it. I'm on my way to go pick up Penny now," she'd said, sounding stressed. Penny? It was only 12:00, Penny wasn't usually picked up from daycare until 1:30, and she was usually picked up by her nanny, Shalice, "Bye, Tony, I'll talk to you soon."

She'd hung up before he could respond, leaving him confused as he turned to Obi, who had given up on his search for some bourbon.

"What's going on?" Tony had asked Obadiah, growing worried.

"Some reporter caught you dropping Penny off today."

And just like that it had been chaos. His PR team had scrambled to try and contain the situation, but it was already headlining on the news, and at that point all they could do was manage it. So a press conference had been called only a couple of days later while he and Pepper took special care to pick out a new daycare for Penny, topped off with NDAs and everything.

So here he was, having to address the fact that he had had a baby to a room of strangers, who apparently found it just about the most important thing in the world.

"Mr. Stark," called a woman in the crowd, somehow managing to find her voice in the boisterous crowd, "What is you baby's name and how old are they?"

The room quieted as he answered.

"Penelope James Stark, though we just call her 'Penny.' She's seven months old," he said, managing to not sound overwhelmed by the past few days. A few reporters raised their hands and Tony pointed at a man with black hair, "You."

"Who is the mother and how long have you known about your daughter?"

"I'm afraid the mother's identity is confidential, as she did not wish to be involved in Penny's life. I knew about Penny about two months before she was born," he pointed at another woman.

"Did Penny's mother force you to take her?"

"No," he said forcefully, "She gave me the option to take her, so I did," he pointed at man in a plaid shirt.

"Are you disappointed to have had a daughter instead of a son to carry on the Stark name and legacy?"

A hush fell over the room as they anxiously awaited an answer. Cameras, some flashing and some recording, focused on him as rage bubbled up in his chest. Tony took off his glasses, allowing the room to experience his piercing glare. He swore he saw a few people flinch. He made eye contact with the man, relishing how he seemed to shrink under his gaze.

"I could _never_ be disappointed to be blessed with my daughter. I love her, and I would love her the same if she had been a boy. As for the Stark name and legacy, she could carry on in my footsteps if she wanted, being a girl doesn't change that. And if Penny wanted to do something different with her life, then I would support her unconditionally," his voice was quiet, yet it echoed throughout the room, commanding everyone's attention, "How dare you insinuate that I would love or support her any less because of her gender, you sexist piece of shit."

The room rioted, people were yelling questions again, trying to gain his attention as he continued to glare at the man. He was going to have Jarvis make sure that man was banned from all future Stark Industries events.

"No more questions," Tony ordered over the crowd, who had not calmed down. He walked off the podium, Happy and a couple of security guards accompanying him.

Obadiah hadn't been very happy with his abrupt departure, but Pepper gave him the nicest smile he had ever seen the next time he saw her.

* * *

_"Shoot to thrill, play to kill. Too many women with too many pills. Shoot to thrill, play to kill. I got my gun at the ready, gonna fire at will--"_

"Please don't turn down my music," Tony called out, not looking up from the project he was wiring.

"I'm not sure that's the kind of music that Penny should be listening to," Pepper responded, "And you were _supposed_ to be at Stark Industries this morning."

"For aaa?"

"For a meeting, Tony. Happy called me a few hours ago, said that you had told him you didn't feel like going."

Snitch.

"Penny's nanny was sick, so we're hanging out," he pointed at Penny who was in the playpen he had set up in the lab, DUM-E watching her as she played, "Besides, I _am_ working."

"She has a backup nanny you know."

"Eh," Tony scoffed, getting up and picking Penny up out of the playpen, "Come on. I can't spend _one_ day with Penny?"

"You spend a lot of days with Penny, days that you're supposed to be with the board. She's not an excuse to get out of work, Tony."

Tony shrugged, tickling Penny as he continued to ignore Pepper. Penny let out one of her signature happy squeaks, and he saw Pepper smile out of the corner of his eye. He put her down when she reached for the ground. At nearly nine months, she was crawling around expertly and had been attempting to stand on two legs, though she never quite managed to take a step.

He sat down on the ground beside her, crisscross, as Pepper glared at him in exasperation.

"I've rescheduled the meeting for tomorrow, and I've called to make sure Charlotte can come in while Shalice is out sick. Happy'll be here tomorrow morning to make sure you go--"

"He works for me, not you," Tony interrupted, helping Penny stand up as she tried again, "And don't you work for me too? What is this? Insubordination?"

"Responsibility."

"Never heard of it."

"I can tell. Anyway, I've got a couple of shipments I need you to sign for, as well as some pieces for your art collection. You have a gala you need to attend next weekend, a charity event. Also, I've been looking into some pediatricians for Penny, and I've got a few--"

Tony tuned her out as she rambled on with her list, watching Penny with rapt attention. She had let go of him and had remained standing up, her face screwed up in concentration. She took a step. Then another.

"There you go, Pigeon!" he encouraged, holding his arms out for her, "Come on, come to Daddy, baby."

Penny giggled and took more halting steps to him, eventually falling into his arms delightedly.

"Look at you go, Monkey! Your first steps!" he grinned at Penny, who reached up and tugged on his nose, giggling.

"What a big girl, Penny!" Pepper cooed, kneeling across to him. Penny stood up again, wobbling her way to Pepper, "There you go!"

"This is betrayal, Ms. Potts," he accused as Penny made her way to Pepper, falling into her arms just as she had his. Pepper only smiled, picking Penny up, "See, it was a good thing I skipped today. I could've missed that!"

Pepper sighed in defeat.

* * *

"--happy birthday dear, Pennyyyy!! Happy birthday to youuuuu!!"

Penny giggled and clapped her hands in delight as everyone sang to her. Everyone being him, Rhodey, Happy, and Pepper. They all wore cheap party hats, even Penny's platypus, who had been dubbed 'Platty' when she figured out how to talk.

"Blow out your candles, Baby Jamie!" Rhodey told Penny, "You gotta make a wish!"

"Wis'?" she repeated, having trouble with the 'sh' sound.

"Yeah, Pen. You get a birthday wish!" Rhodey responded.

"Ok," she said, blowing out her candles. Or, well, trying to. She mostly just blew a raspberry, which wasn't very effective against her two candles. Laughing, Tony went to help her.

"Here you go, Princess," he said, helping her blow out the candles, "What'd you wish for?"

"Nuh uh, Tony," Rhodey interrupted before Penny could respond, "You're not supposed to say your wish, Penny."

"You're not'?" Penny asked, tilting her head adorably.

"Nope," answered Pepper, "Or else it won't come true."

"Oh."

"You're all such sticklers," Tony complained, "I wanted know her wish."

"I's a secre', Daddy!" Penny protested, crossing her arms, "Or else i' won' come true!"

"Yeah, dad," Rhodey mocked, smirking. Tony sighed in mock exasperation. There was no arguing, Penny would believe _anything_ that Rhodey told her.

"How about we cut the cake?" Pepper suggested, though Happy didn't look like he agreed, staring at the cake dubiously. It was fair, Penny _had_ kinda spit all over it.

So Tony cut the cake, giving Penny the part with the most frosting, and they ate while watching Penny open her presents. She got a bunch of things from Rhodey that she could use on the playground Tony had built outside, some children's books from Pepper, a stuffed dog from Happy, and a miniature robot from Tony. She squealed in delight at each gift, even flipping through the books Pepper had gotten her even though she couldn't read. She did manage to sound out a few of the letters though.

Obi had also sent over a present (a large stack of princess coloring books), though he didn't manage to make it to the party himself, which Tony was reluctantly glad of. He didn't know why, but he definitely made Penny nervous, so he supposed it was better that he wasn't there.

They spent the rest of the day playing with Penny, watching her play on the slide and the swing, coloring different pages of her new princess book (Penny's favorite was Mulan, who she colored carefully, her tongue poking out as she concentrated), and watching a movie with her. She chose _Finding Nemo_ , which had just come out earlier that year. He had to admit that it was a good movie, though he hugged Penny just a little tighter during the movie.

By the end of the day she was completely worn out and had fallen asleep on the couch, clinging to his side. Tony smiled, unable to imagine anything better than this.

"I adore you, Pigeon," he told her quietly just as she fell asleep.

"I ado' you, Daddy."

* * *

"I don't feel so goo'."

Tony looked up at the raspy voice of his three year old, who was walking sluggishly, Platty dragging behind her.

"You don't feel good?" he cooed in a baby voice, getting up and walking over to her. He knelt down in front of her and placed a hand on her forehead, frowning when she felt warm, "Alright, come here, baby."

He picked her up and took her to his room where he grabbed a thermometer.

"Under your tongue, bambina, two minutes."

Penny gagged when he put it in her mouth, screwing up her face. Tony laughed a little, which just made her whine. It read 99.3 degrees when he took it out, which made him cringe. Still, it wasn't a super bad fever.

"Come here, Pen," he picked her up again and plopped her down on his bed, "Can you tell me what hurts?"

"My throa' and my head, and I'm cold," she answered, her voice soft.

"Okay, honey. I'll send Pepper to pick up some popsicles and stuff for you. Do you think you could eat some breakfast?"

Penny nodded, her cheeks flushed. Tony tucked her under the covers and went downstairs to find Pepper, who was probably just getting in. It was only around 7:00. She usually helped him get Penny ready for daycare, as well as helping him get ready for work. It seemed today she'd be helping him take care of a sick kid instead.

Just as he predicted Pepper was in the kitchen, already setting up a snack for Penny, as well as a few children's books for her since she had read all of the ones at the daycare.

"Good morning, Ms. Potts," he greeted.

"Good morning, Mr. Stark," she replied, "Her bag's almost ready."

"No need for that today, Penny's running a fever. I need you to pick up some popsicles, soups, whatever you can think of for a sick kid. And let everyone know I won't be coming in to Stark Industries today."

"Yes, Mr. Stark. Is she alright?" Pepper asked, unable to keep the worry from her voice.

"I think it's just a cold, but I still want to stay with her."

"Of course. I'll go grab her things now."

And with that Pepper left, and Tony made Penny some toast, unsure if she'd want to eat more than that. He was right, Penny only ate one piece of toast as they watched The Empire Strikes Back. They chilled for a few hours, in which they watched movies while Penny sucked on the orange popsicles Pepper had brought her.

"My stomach hurts," Penny whined, burrowing deeper into his chest. Tony ran his hands through her curls in comfort.

"D'you think you're going to throw up?"

She shrugged.

She did end up throwing up.

Tony brought her to the bathroom after she threw up on the bed, holding her hair back as she sobbed into the toilet.

"'m sorry! 'm sorry, Daddy!"

"Shh, shh. It's okay, Pigeon," he assured her, "Jarvis, let Pepper know that Penny definitely has the flu."

"Yes, sir," his faithful AI responded, sounding concerned.

Pepper was upstairs in less than a minute and kneeling beside him as Penny continued throwing up. Together the two of them managed to get Penny changed and put in her own bed. Pepper helped her take some medicine while Tony went to take his sheets off of his bed to be cleaned.

When he went back to Penny's room, he found Pepper in bed with her reading a book out loud, letting Penny try and sound out some words. Tony joined them, the king sized bed plenty big enough for all three of them.

"'m sorry I'm sick, Daddy," Penny apologized. Tony and Pepper shushed her gently, "I'm sorry, Mommy."

The two of them froze, their eyes fixated on each other in shock, but neither made a move to correct Penny, they just continued making her comfortable until she fell asleep about ten minutes later.

"I'd say Penny's grown on you," Tony remarked, feeling awkward.

"I-I'm sorry, Mr. Stark, I'll--"

"No, no! It's fine, really," Tony interrupted, shocked by uncharacteristic stuttering, "I've actually been thinking about it."

"What?" Pepper asked, confusion clear in her voice.

"Penny has a godfather, but she doesn't have a godmother...would you be willing?"

Pepper smiled, her eyes shining.

"Of course."

* * *

"Ooo, look at this, Daddy!" Penny exclaimed, pulling on his arm as she dragged him around the science exhibit, hopping from presentation to presentation. It was no wonder the media called her a child prodigy. At four she was reading off of the signs with only a little difficulty, pausing to sound out words and ask for definitions and explanations on things she didn't understand.

The California Science Center had unveiled a new exhibit about a month ago, and he'd thought it'd be a nice treat to take her out for the day. She had already grown up so fast, and he felt like he was missing it. He'd just come back from a business trip in Hong Kong, and he'd have to go to another one in London next month.

So the two walked around, reading about discoveries and advancements in AIs (though none of it came close to Jarvis), space exploration, and sea life. There was even a section about the science behind Captain America, who Penny found endlessly fascinating. He'd have to tell her some of the stories he'd heard from his dad later.

"Can we go in there?" Penny asked as they walked by a few more presentations, stopping in her tracks and pointing at a movie showing about Captain America and Dr. Abraham Erskine. Tony had a feeling that the new exhibit they had released was all about the great Steve Rogers.

"Sure, Bambina," he responded, letting her lead him into the exhibit. It wasn't very full, except for what looked to be a group of middle schoolers on a field trip. Other than that there were only about four or five men dotted around the room. He ignored them as Penny lead him to the front of the theater, helping her climb into one of the seats. The mini documentary didn't start for another five minutes, in which Penny had climbed out of her seat and onto his lap instead.

He didn't know how long the documentary was, but about ten minutes in he started getting very sleepy, his head drooping onto Penny's bushy curls below. He felt his eyes begin to close and jerked himself awake, confused. Why was he tired? He was never tired, he was so well trained in staying up. The only exception being when Penny had been a baby.

Penny. He couldn't put any other thought together other than 'Penny.' He forced himself to lift his head and look at her, finding that her eyes were closed and that she was tucked against his chest. Huh, guess she'd worn himself out. In that case, he wasn't staying for the rest of this Captain America documentary. Tony tried to stand up, but found that his legs were like lead and that he was weighed down into the chair.

Now very confused, and still so tired, he turned his head, gasping when he saw that the class of middle schoolers had all passed out, their teacher too.

Help, he needed help.

"Help," he tried to yell, but it came out as a croak. He looked around again, horrified to realize that gas was flooding the room's floor, creeping through the rows like a monster under your bed. Caught up in his confusion and horror, he failed to see the men coming up to him and Penny.

"Help," he tried again, but when he looked at them he froze. Masks. They were wearing gas masks. They had planned this, he realized as black spots danced in his vision. Tony hugged Penny as hard as he could, holding her as close to his body as his diminishing strength would allow.

It didn't work.

Penny was ripped from his grasp, and placed into the hands of another man. Tony watched them shakily, trying to find the ability to stand, or at least shout. He didn't look away as they bound and gagged her until someone forced him to, grabbing his chin so that he would look them in the eye.

"Thanks for the prize, Stark. Phoenix sends his regards, and he hopes you enjoyed having your daughter while you could."

No. No. No, they couldn't take her, they just... _couldn't._ He tried to move again, but all he could do was let out a grunt. The man gave him a disdainful look, and then he was gone, gone with his daughter, and he couldn't do _anything._

It only took a few more moments for Tony to pass out, and when he woke up Rhodey was there, holding his hand and telling him everything was going to be okay.

* * *

 _Nothing's ever going to be okay again,_ he thought as he took another swig of whiskey from the bottle. It had been months, and there had been no contact, no ransom, no _anything._ He'd lost her, he'd lost the light of his life, and there was nothing he could do about it. He couldn't even tell Mary, because she'd apparently been dead for two years.

He dove back into his old life, drinking, gambling, throwing off going to work for parties, though he didn't sleep around like he used to. Over the years he managed to find his purpose again, becoming Iron Man ( _"Do you have a family, Stark?"_ "I used to.") and protecting the world with the Avengers, but it was never enough. Nothing would ever be enough to make up for the fact that he'd let Penny be taken from him.

Penny was taken from him before he was ready, then again, he'd never been ready.


	5. Penny Parker

"Miss Parker."

Penny looked up sharply at her teacher's reprimanding voice, snapping her computer shut, almost flinching at how suspicious that was. She hadn't been looking at anything weird, just...herself. Well, theories about Spider-Woman (though the media called her Spider-Girl, much to her annoyance).

"Mmhm?" she hummed, her lips pursed as she tried to appear as though she had been paying attention. It worked about half the time.

"You still with us?" Mrs. Warren asked.

"Uhh, yeah. Yeah, yeah," she looked at the equation on the board, hoping it had been what she'd been talking about, "Um, mass cancels out, so it's just gravity times sin."

"Right," she praised, turning around and walking back to the front of the classroom, "See, Flash, being fast isn't the same as being right."

_Oh my, God,_ Penny thought, about to bang her head on the table. Flash? Why did Mrs. Warren think _that_ was a good idea?? As if he read her thoughts, Flash turned around in his chair and mouthed, "You're dead."

Great.

She didn't let it get to her though, Flash couldn't hurt her, not really. Still, she was just a little uneasy the rest of the day.

Once the final bell rung she rushed out the doors, reaching the gate before anyone else even stepped outside and leaping over it with ease. The teen ran to her usual spot, grabbing a sandwich from Mr. Delmar's on her way, and changed into her suit. Electricity seemed to flow through her as she pulled her mask on and began to swing through the city. As she landed on an especially tall building, static crackled in her ear.

"Ned Solo to Spider-Girl. I repeat, Ned Solo to Spider-Girl," said her best friend, his voice as clear as if he were standing right next to him. The earpieces they had made were really holding up.

She snorted at his words, cracking a smile and trying to contain a laugh.

"Spider- _Woman,_ Ned. Is it really that hard to remember?"

"Ned _Solo,_ " he replied, putting on a fancy accent, "Sorry, though. Anyway, how is the earpiece holding up?"

"Sounds like we're right next to each other," she answered, "How's the camera?" She had installed a small camera of her own creation into her lenses, and Ned had linked it to his computer so he could watch and alert her of crimes after tapping into the police scanner.

"Sweet. I finally get to experience being a superhero first hand!!"

"It's really not that exciting," Penny told him, leaping off of the building and shooting a web, "For me anyway. The most exciting thing we'll see is someone robbing an ATM machine."

She was right. Spider-Woman patrolled the streets of New York for nearly five hours, and a lot of it was spent goofing around. Don't get her wrong, there was plenty of crime in Queens, but it generally wasn't enough to keep her busy for a whole afternoon. Ned somehow managed to stay on the whole time, though he did start doing his homework halfway through. Penny did have fun taking pictures though, getting some nice angles for The Daily Bugle.

Despite the afternoon being boring, things had gotten a little more intense recently. She'd been encountering a lot of alien weapons, though she'd never actually managed to get one from someone, or a name. They always either hit her or something else, making her have to stop instead of grabbing the people and the guns. She was looking around for leads, but had none at the moment, she wasn't exactly a detective. She figured that if she continued patrolling she'd be likely to find more of the weapons.

It was dark by the time she climbed into her room, ripping off her mask and throwing it on the floor. Thankfully, she had remembered to actually close her door before she left for school that morning.

Penny could hear May bustling around in the kitchen, she could smell it too, though she wished she couldn't. Hopefully they'd go to that new Mexican place a few blocks over, it had really good enchiladas. She quickly changed into some shorts and a sweatshirt and headed in the main room, grabbing her backpack so she could do her homework on the couch.

"Hey, May!" Penny greeted cheerily, "Can we get Mexican tonight?"

"I made lasagna!" her aunt protested, waving a rag at the burnt lasagna as if it would help. Penny raised an eyebrow, a small smile gracing her lips. May furrowed her brows in response, but it was playful.

They did end up getting Mexican, and a guy from another table ended up hitting on May, who never quite got the hint. It was kinda funny to be honest.

"So, your birthday's next week," May commented after dinner as they walked down the street, making their way to the apartment.

"Yeah, I know," Penny sassed playfully, which made May swat at her.

"Fifteen's a big deal!" she insisted, suddenly going serious, "I know things have been tough lately, what with...but I still want you to have a good birthday."

"I'm fine, May, really. I don't want anything big."

"What _do_ you want?"

"I..." Penny hesitated, "I wanna go to the Stark Expo."

May paused, clearly hesitating.

"The Penelope Stark Expo? That thing Stark does every year?"

"Yeah, it's like a fundraiser, for people who would be around his daughter's age or whatever. They do science exhibitions and stuff. It's free to go to, I just wanted to walk around," Penny rushed. May wasn't a huge fan of Tony Stark, and after what they had seen on the news about the Expo in 2010, she hadn't been too keen about Penny going.

"I don't know, Penny, the Avengers will be there an--"

"Exactly! The Avengers! It'll be safe as long as they're there, I mean, that's their whole job," Penny interrupted, wondering if one day that would be her job.

"Trouble _follows_ the Avengers. I honestly don't think it will be safe, and I get that it's a good opportunity for you, but I'm just not comfortable with it."

_"Please,_ May," Penny whined, "I really want to go! I promise it's all I'll ask for, and I only want to go one night, it's not like I want to go every day of the week."

"No, Penny."

"But, May--"

"I said _'no,'_ Penny, you can't go!" May said, her voice firm and frustrated.

Penny shut up then, and the two walked in silence up to their apartment. She didn't want to make May upset. Her aunt had been so fragile since Ben died (and if was being honest with herself, she had too), so she'd been doing everything right to the best of her ability. She cleaned, she kept her grades up, she stayed in Academic Decathlon, and she even got a job at the Daily Bugle to help make ends meet, which was like the easiest job ever since all she really had to do was take selfies. Except for Spider-Woman, she had done everything right, and her aunt didn't even know about Spider-Woman.

So she kept quiet as they walked into the apartment, finishing her homework and going to bed. She fell asleep immediately, though her dreams were plagued with screams, an echoing gunshot, blood that filled the streets and stained her hands and arms, and the feeling of being ripped away from strong, comforting arms.

When Penny woke up, gasping, it was 3 AM and she felt hot and itchy all over. She tried to go back to sleep, but to no avail.

Penny climbed out of bed, her mattress creaking as she swung her legs over the side. The teen walked over to the window, sticking her hands on it and opening it slowly, not wanting to wake up May. She then climbed out and onto the wall, the chilly night air biting her skin and washing over her with relief. With surprising energy for the time of night, she jumped from her fire escape to the roof, escaping the pressing confines of her room.

There was no moon that night, and being in New York City, there weren't any stars either. Still, she could make out plenty from the lights of the city skyline. The cool night air washed over her, blowing her curly hair, which she'd cut to her chin recently, as she stared at the cloudy sky, wondering if she would ever be able to make the difference she was hoping for.

* * *

He shot up in bed, grasping the ghost of his arc reactor on his chest as he let out a pained gasp. It had been a nightmare, just another nightmare tormenting him when he couldn't protect himself. He sucked in a stunted breath, managing to take in a little air as he wiped at his clammy and sweaty face, blinking away tears that streamed down his face and found their way into his mouth as it hung open in the attempt to breathe, to feel his chest loosen.

It took several minutes, in which he stumbled out of his bed, managing to not wake Pepper, and shuffled to sit in the chair facing the New York skyline. The man stifled his gasps and continued to wipe uselessly at his wet face, his hands too sweaty to make any difference. When, after several minutes of suppressed panicking, he finally calmed down he managed to actually think.

The dream had started off so nice, well, not nice, but normal, nonthreatening. But it quickly devolved into the same pain he'd been feeling since he'd lost Penny, the constant cloud of rage and grief that hung over him day and night, no matter how he tried to escape it.

The nightmare had been more of a feeling that anything; the way she'd been ripped from his arms, the creeping of the gas as it wrapped around his throat and tied him down. But then it had changed, turning into a faceless woman falling whom he failed to catch, her fingers slipping through his, and though he didn't recognize the woman, and though she had been dead since she was four, it had been Penny.

It had been like Pepper, too much like Pepper, like he was unable to catch his family, to protect them.

"Tony?" Speak of the devil, "It's late. Are you okay?"

"Fine," he replied, but his voice was taut and he knew she wasn't fooled. She never was.

"Do you want to talk about it?" she asked softly, entering his view and sitting on the footrest in front of him. He just leaned forward in response, taking her hands and pressing his lips to them gently. He didn't speak for a moment, and Pepper didn't make him, just waited patiently, her blue eyes sad.

"It was about Penny," he admitted, "I couldn't...I didn't catch her. She just...fell, and I _didn't_ catch her, I couldn't even hold her."

Pepper placed her hand on his cheek soothingly, and he leaned into it, placing his hand on top of hers.

"Oh, Tony," her voice was so soft and so heartbreakingly sad, "It wasn't your fault, you know it wasn't."

"I was her _dad,_ Pep," he croaked, "I was supposed to protect her, that was my job. What happened to her was _my_ fault."

The woman only sighed, knowing it was a losing battle. It had been an ongoing fight since his daughter's kidnapping, and no amount of therapy she'd made him take or time he'd had had made him believe anything else.

They sat in silence for a few minutes, the two of them staring out the floor-to-ceiling window companionably until Pepper got up. He didn't make any moves to follow her, or to even watch her, just staring out over the city blankly. His fiancée returned, though he didn't know how long she'd been gone, sitting in the chair with him this time and spreading a large book over their laps. It was a dark blue--Penny's favorite color--with large and elegant lettering on the front, simply titled _Penny._

Pepper had given it to him on the first anniversary of the worst day of his life, and though he wasn't much of a crier, he'd shed more than a few tears when he'd opened it.

Tony opened it now, flipping through every page reverently, pausing to look at the photos of Penny, to admire every drawing she'd ever given him, from ones of unicorns and dragons to ones of the two of them, usually including Platty. His chest hung heavy as he and Pepper flicked through the memories of the best years of his life, to the years now permanently stained by grief.

"It'll be okay, Tony. It'll be okay."

_ No it won't. _

"I know."

**Notes for the Chapter:**

> It's corona time!!
> 
> Anyway, sorry this one was a bit later than usual. I usually post in the morning, but today I had to take Driver's Ed, which, in my state, means they put thirty teenagers in a room and make them watch car crashes for eight hours while a former military guy tells us about all the people he's watched die. So that was fun.
> 
> Anyway, comments and kudos are appreciated, thx for reading!!! <3<3<3


	6. The Parker's

**Notes for the Chapter:**

> If anyone was wondering, I kind of imagine Thomasin Mckenzie playing Penny, but with brown eyes, obviously.

The combination of sizzling and cheerful conversation greeted Tony and Pepper as they walked into the kitchen, and it loosened the knot that was always in his chest a little. The past couple of months had been complicated, and they still were, but hearing everyone laughing peacefully...it was good.

Bucky and Sam were cooking, they were really the only ones that could, while everyone else lounged around. Nat was sitting on the counter with a book in her lap, though she wasn't reading it. Instead, she kept conversation with Rhodey, who was sipping a coffee while sitting on a stool by her. Wanda and Vision sat at the table, both were reading, with Wanda flipping her pages every few minutes with a red glow. Steve and Sam were talking while the ladder flipped bacon and sausages. Bucky remained mostly quiet, as he usually did. He'd only come to stay with them a week ago after recovering in Wakanda, and had brought with him a host of new problems.

Rationally, he knew it wasn't Barnes who killed his parents, but he couldn't stop himself from tensing every time he was in a room with the man, from being defensive and untrusting. At least he was working on it.

Other than his own misgivings, there came the problem with the UN. Things were already rather tense, what with what happened in Lagos and the UN building, but at least it hadn't been worse. He didn't know what he'd have done if a fight had broken out.

"Morning Tony, morning Pepper," Steve greeted, raising his hand in welcome. Tony ignored him, walking past the super soldier to pour himself a cup of coffee. Steve fixed him with an amused look, keeping eye contact with him while Tony took a long gulp of his coffee and let out a long, drawn out, refreshed sigh.

"Morning, Capsicle," he finally responded, "You look refreshed. Have fun last night?"

Steve's glare this time was much less playful, making Tony smirk as he shoved back around him, giving him a pat on his chest. He snagged a piece of bacon as he went.

The billionaire took a seat at the table next to Pepper, who had pulled out her StarkPad and was currently tapping the screen busily. She took a sip of his coffee when he sat down, which he playfully stole back.

"Why're you working?" he complained, "Come on? I thought this was just an us week, I mean--"

"--It is, Tony, but I can't just abandon everything--"

"--Why not? There's no way--"

"--Because it's your company! I mean--"

"--Do you two ever  _ not _ fight?" Rhodey interrupted as they talked over each other.

"I just don't get why she's working," Tony responded, much to Pepper's annoyance. She sighed and fixed him with a heavy glare, which he returned with an  _ adorable  _ head tilt.

They managed to get along after that, sipping his coffee and eating when Steve passed him a plate of bacon and eggs. The Avengers ate their breakfast mostly silently, but it wasn't uncomfortable. It was easy; calm.

Tony had finished his plate and was just about to head down to the lab when the elevator dinged. He froze in place, watching as the doors slid open and two kids slipped out in a hurried manner, followed by Clint and Laura.

He'd forgotten the Barton's were coming over for the week.

"HI, Legolas," he greeted casually, "And good morning to you, Mrs. Barton."

"Hurts, Stark. Right here," the archer responded, placing a hand on his youngest's head as his heart was obstructed by the baby carrier. Tony smiled faintly, remembering the bright red and flowery one he'd used to have.

"No one cares, Clint," Natasha said, appearing from behind him magically and moving to take Nate from Clint, who giggled at her adorably. She turned to Lila and Cooper, "How's everyone been?"

"Dad's teaching me archery!" Lila exclaimed, pretending to pull back a bow to demonstrate.

"I bet you're already better than him," Tony commented playfully, and Lila turned to look at him with big eyes, "Better attitude too, I'm sure."

"Hey!"

Tony held his hands up in mock surrender, "Just pointing out the truth, Katniss."

A few more jabs were exchanged before Pepper shot him a look that clearly said, 'Stop stirring up trouble and let everyone have their breakfast or you'll regret it.' He consented, sitting back down instead of hurrying down to his lab, though he did make himself another cup of coffee.

Sam served the Barton's their breakfast, and the kids scarfed down everything while talking animatedly with Natasha, who listened patiently, smiling as she complimented their drawings. They handed everyone a drawing of themselves, and he had to admit that it was really adorable.

It made him wonder if Penny would've liked the Avengers. How they would’ve gotten along.

They would’ve loved her.

"Tony, I need you to sign this," Pepper said, grabbing his attention. She handed him the StarkPad, which he signed without looking at it before passing it back.

"What was it?"

"The last document for the Expo. Everything should be finished being set up by tomorrow."

"Do we get to go to that, Dad?" Cooper asked, pulling on Clint's arm.

"That's kind of why we're here, buddy," Clint smiled.

"No one told me that!" he whined.

"Well maybe you should pay attention," taunted Lila. Cooper blew a raspberry at her, which somehow ended up with the two wrestling on the couch. Laura looked horrified about how her kids were acting, but no one minded the kids' antics. And no one noticed the elevator doors open.

"Y'know, you should really control your kids."

The room froze, the calm and easygoing atmosphere turning tense and cold in a moment as every head turned to look at Secretary Ross. He had his usual look on his face, somehow smug and disappointed at the same time, as he stood in the doorway. He was dressed in his usual suit, his hands behind his back. There was also another man that Tony recognized but couldn't remember the name of at the moment. He was tall, middle aged with dark brown hair that was peppered with silver strands.

Tony glanced at the ceiling, wondering why Friday hadn't told him that Ross was coming before he remembered that it was part of the new deal with the UN. In exchange for Bucky being with them, and for how Steve and Wanda had almost run off, they got to enter their floors without warning. Yeah, he was changing that.

The two uninvited men walked more into the room so that they were at the table where everyone was gathered.

"It's not like they're at an airport, Ross," Tony bit back, crossing his arms. He turned to the man he didn't recognize, "Who're you?"

The man smiled delightfully, his eyes crinkling, "I'm Thomas Williams, the ambassador to the UN," he explained, "We know you're holding that party next Wednesday, so we thought we'd check in, make sure everyone was good."

Despite how smiley this man was, and his cheery personality, Tony already couldn't stand him. He twitched angrily when he made eye contact with Williams.

"It's not a party," he almost spat, but Pepper put a hand on his arm soothingly, "Besides, everything's good here. Nothing illegal, as you can see, so if you'll be on your way we'll send you a nice card or something."

"Not so fast," Ross said, pulling a yellow envelope out of his jacket and handing it to Steve. The super soldier opened it, pulling out a file labeled 'classified' in bright red letters.

"Who's this? What's this about?" Steve asked, shifting through the papers he’d taken out. Tony moved closer to see what he was talking about.

There were multiple photos and newspaper clippings depicting a figure clad in red and a light blue. Other than the newspaper clippings, all the photos were rather blurry. Tony thought he recognized the person, but he wasn't completely sure. There was also flash drive included in the envelope, which he took out and placed on the table.

"That there is the new vigilante," Ross explained, "Her name is Spider-Girl, and she's been terrorizing the streets of New York."

"Terrorizing?" Tony repeated mockingly, finally recognizing her, "She rescues cats out of trees and spends half the day doing flips for kids in the park."

"She's in direct violation of the UN by being unregistered and she's using her powers illegally," Ross snapped back.

"And you want us to capture her? Is that really Avengers level?" Natasha asked coolly.

"Essentially, yes," Williams answered, "We need to ask her some questions, and she needs to face the law for her actions."

"She hasn't done anything," Tony protested.

"That's an order, Stark!" Ross called over his shoulder, already leaving with Williams trailing behind him, "You've got two months."

* * *

Penny stuffed her suit in her bag and hurried out of her room, making sure to grab her phone from beside her bed. She groaned in exasperation when she saw it hadn't charged, so she grabbed the charger too. Stupid broken charger.

"Morning, May!" she called to her aunt, who was already dressed for work and eating some breakfast. Penny popped two pieces of bread in the toaster for her breakfast, grabbing the peanut butter from the shelf, hopping on the counter to reach it.

"Morning, sweetie. Ready for the weekend?"

"A hundred percent. I’m gonna hang out with Ned, get some homework done and stuff," she lied. May hummed and they sat in silence for a bit, Penny taking out her toast and sitting down at the table to eat.

"So," May started, "I got my schedule for next week, and I'm going to have to work on your birthday," she paused and Penny looked up at her in surprise, trying to keep the hurt out of her eyes, "I'm really sorry, honey. How about we just hang out tonight? I could go get some ice cream, and we could watch a movie?"

"Y-yeah, that sounds...that sounds good, May," she said hesitantly, forcing a smile, "We should get candles too."

"And put them on the ice cream?"

"Absolutely," Penny shoved the last of the toast into her mouth and quickly placed her plate in the dishwasher, "Love you, May! See you after school!"

"Be home by six!!"

And with that, Penny left, racing down the hall and jumping down the stairs three at a time. The elevator was broken, but she didn't mind, she wasn't even out of breath when she ran out of the building. The teen got on at the bus stop, managing to not miss it, which she was proud of, and walked the rest of the way to school once she got off, walking through the doors with ten minutes to spare.

Ned was waiting for her by their lockers, and she greeted him cheerfully.

"So are you coming to the Stark Expo?" he asked as she put her bag up.

"May said we couldn't go," she replied, and Ned deflated a little.

"You're not going? But--I mean, it's chill. It probably won't even be that cool anyway, so--"

"--I never said I wasn't going," she interrupted as he tried to downplay his disappointment and closing her locker. Ned looked at her in surprise.

"You're sneaking out?"

"I technically do it all the time," the teen said as they headed to class, "I'll just be doing something different from what I usually do."

He furrowed his eyebrows at her, but she refused to give in. She was going to the Expo and nobody could stop her.

Ned didn't question her again though, in fact, he seemed quite excited that she was coming. Neither of them had ever been, despite the fact that it had been held in New York before. It was mostly because it had been on her birthday, which Ned had always found kind of suspicious. He'd once asked her if she could be Penelope Stark in a hushed whisper as if it could  _ actually _ be true, which she had found ridiculous but kind of funny. Like some play pretend daydream that would be fun to experience.

Technically, she had thought about it too, but never seriously. Being named Penny and having the same birthday as the dead child of a superhero was beyond farfetched and really only existed in that part of your mind that wished you were a fairy or that you were secretly the princess of some European country hidden away for her protection. Besides, her parents were dead.

She didn't really remember them, she'd been so young, but May and Ben had told her that her dad had died in a plane crash, and that her mom had died giving birth to her. She'd been shown pictures of the two of them together, Richard and Elizabeth Parker, which she'd looked at every so often, making her wish she could've met them,  _ really _ met them.

"Hey nerds," MJ said, coming up to walk beside her, "What's this I hear about sneaking out?"

"We're just going to the Stark Expo," she replied. MJ had found out she was Spider-Woman last week, and she had quickly joined their friend group, which was probably the best thing to ever happen to her. Michelle was a professional liar and had already perfectly covered for her twice, "Wanna come?"

"I heard that the Avengers were actually mind controlled by government drones and are just going there because the UN told them to," She and Ned stared at her, "Of course I'll come."

"Uh, okay," Penny smiled, "We're just going to take the bus, so I'll text you when we're going later?"

"Sounds good."

And then she was gone, heading off to her own class while she and Ned walked into their own. Penny felt herself blushing as she sat down and put her binder on her desk.

"She's weird, right?" Ned asked.

"Yeah," she responded, "but really cool."

Ned hummed in agreement.

* * *

"May?"

The woman looked up quickly at her name. She'd been going through some patient's papers at the front desk, and she guessed she'd zoned off. It wasn't really her fault, she was always nervous around Penny's birthday, had been since she was ten. The Stark Expo hadn't moved to New York until the girl was eleven, but Ben had finally told her the truth when she’d turned ten, after everything had turned into a nightmare.

He'd been her babysitter. He was just supposed to be her babysitter. The fury she'd felt when Penny had told her, crying and barely able to get the words out, the ways she'd wanted to torture that man. The ways she still did.

"What do we do?" May had asked Ben after Penny had finally falling asleep. They'd put her in their bed, sure that she wouldn't want to be alone, "I mean, we need to press charges right? He-he hurt her, and I'm  _ not _ letting him get away with this."

She'd never forget the look on Ben's face. How sad he had looked, how disappointed and broken his expression had been before being split by a second of anger. He'd muttered a quiet yet heated, "Dammit, Richard," before looking at her, heartbroken.

"I don't think we can," he'd said.

"What do you mean!?" she'd whisper-yelled back at him, eyes narrowed in fury, "He can't get away with this! He deserves to rot in prison for the rest of his life! God, why they ever did away with the chair is a mystery to me!"

"Honey--"

"Don't 'honey' me, Benjamin! That good for nothing piece of shit  _ hurt _ our niece! Our practically  _ daughter _ and--"

"She's not our niece," he'd said, and she'd stopped in her tracks, mouth agape.

"What do you mean? Of course she is! She's Richard's daughter!" she'd protested, talking to Ben slowly as if her were a toddler, as if it was all too much for him.

And then he'd told her. Three horrible words, "She's Tony Stark's."

May hadn't accepted it at first. There was no way that Penny was the daughter of a superhero, the daughter of that  _ asshole _ she'd seen on TV being reckless and throwing parties. Just last month Penny had shown her a video of Tony Stark peeing himself in the Iron Man suit. There was no way that her sweet little girl was that man's daughter. But Ben had explained, had shown her records and Richard's letter to Ben that was given to him after her brother-in-law had died.

"He kidnapped her?" she'd asked, horrified. Were they guilty of kidnapping!?

"Technically, yes," Ben had said, the words bitter on his lips as he'd adjusted his glasses, "I don't agree with Rich, but I trusted him. He said in his letter that Stark was unsafe, manipulative, and that they were just getting Penny out of the way."

"Why not just call CPS?"

"He's a billionaire, May. There's no way they would've taken her away, and besides, I don't think he just meant what Stark would do to her...I think he meant what was going to happen to Stark."

May had been silent for a moment, not moving even to wipe away the tears that had sat on her cheeks. She’d thought about what the man had been doing lately, how he’d been so reckless and awful on TV, how he’d been called to testify. And just a couple of years ago he’d been kidnapped. She couldn’t imagine what might have happened to Penny is she had still been with him.

"So Richard was involved in some shady shit, huh?" she'd finally said.

"Yeah."

"So now we're in some shady shit."

"Yeah. And if we press charges against Westcott, we could alert Tony Stark. You've seen what he's been up to, how unstable he's been. We can't take that chance."

"What're we going to do about Skip, though?"

"It should be enough that we know, there's no way he'll come back."

And he hadn't. May had never heard from him ever again after Ben talked to him. She'd seen him put his gun away afterwards though, and she'd guessed that Ben had really leaned into the whole, 'I'm a cop and I have a gun' thing.

From there, life had returned to normal, or as normal as it could be. Penny had been terrified of everything, she didn't even let Ben touch her. They'd kept her home from school for a couple of weeks, just letting her get comfortable in her own skin while she and Ben took extra steps to ensure Penny never be found. They threw away pictures of Richard and Elizabeth (who was apparently an old colleague who had died and not Penny’s mother), not wanting Penny to notice that they didn't look anything alike. They updated records and made sure everything was perfect looking, though nothing had really been out of place to being with.

They'd let Penny keep on with her Iron Man obsession (and later her Avengers obsession), but they'd never let her go to the Stark Expo, not that she'd really persisted that much in going. Usually, as long as they took her and Ned to Luna Park to ride the Cyclone and then the movies afterwards, they were usually fine. But it was different this year, Ben was dead, and Penny was about to be fifteen. She wouldn't be able to distract her as easily, but she couldn't let her get close to Stark, couldn't let him take her from her.

"May," her colleague called again, and May looked up to see her friend Reed, "You alright?"

"Yeah, yeah. Why?"

"You look upset, May, and I called your name a good three times."

"Oh, sorry, just distracted. It's Penny's birthday next week, I just don't know what to get her. You never really know with teenagers," she lied, straightening her papers.

"Well, it's your lunch break, so you can think about it for thirty and then get back to work with no distractions."

May laughed a little, "Thanks, Reed. See you later."

"See you!"'

* * *

"Have you seen anything yet?" Ned asked in her ear as she swung from one building to another. She's been patrolling for a couple of hours, so she had a couple of hours before she had to be home. Maybe she'd patrol again after she had dinner with May. It was Friday anway, it wasn't like she had to get up early for school tomorrow.

"No, but it's not like someone's going to get murdered on the street in broad daylight," she responded, stopping on a billboard to look around a bit. The traffic was pretty crazy, but it was always like that, so nothing was unusual, "I'm going to go to the outskirts of the city, see if anything's happening there."

"Okay. I'm just going to chill here," Ned said.

"Isn't that your job?"

"Duh, Guy in the Chair." She snorted and swung off of the building. She headed to the outskirts of the city, basically near the suburbs. It took her awhile to get there, but it was kind of nice just listening to Ned quiz her on Academic Decathlon while she flipped around. It was only around 4:30 when she got there, so she had plenty of time.

She searched around for a little bit, mostly just jumping from trees, which was a new experience. There weren't really a lot of trees, except for Central Park, but it wasn't like she was regularly hanging out there. She was pretty sure Liz lived around here, though, which made her blush as she swung around. Spider-Woman stayed around that area for about an hour before deciding it was a bust.

"Alright, I'm heading back, there's nothing happening here--"

A high pitched kind of reverberating shriek cut her off, ringing in her ears as she held onto a lamp in the middle of a golf course. She looked around wildly, unsure of where the alarming noise had come from until she saw smoke what looked like a mile away. It was tinged kind of blue, and it was bright, unlike any smoke she had ever seen.

"What was that?" she whispered, "What is  _ that?" _

"I don't know," Ned answered, sounding rather excited as he looked at the smoke through a screen, "But we're going to find out! What are you waiting for, Penny?!"

"Oh, yeah!" and she headed off to where the smoke was trailing into the sky, disappointed to find herself having to run across the golf course, which was kind of embarrassing. She didn't run! She wasn't a running superhero, she swung!

The source of the blue smoke was surrounded by voices talking about weapons. She landed on a bridge over a ditch and clung upside down to the side opposite to the men, her lenses narrowing as she took the scene in. There were three men surround a van that looked to be full of oddly shaped weapons. Nice, this was exactly what she'd been looking for.

"Oh my God, Penny are you seeing this!!?" Ned whisper-yelled into her ear, but she didn't respond with anything other than a harsh shush.

"Man I wanted something lowkey. Like, why are you trying to upsell me, man?" one man complained, and she guessed he was the customer. The man who had been showing him a weapon returned to the van with some hurried words while the third man talked to the buyer lowly.

"Look, we're the only one selling these things, and they're gonna make up the whole market soon. We've got a huge deal tomorrow, selling hundreds of these things, you've got to cash in now while they're still here," he said, his voice low. A huge deal tomorrow, hundreds of alien weapons. She needed to find where that was.

She was just about to move closer when her phone rang, the rather loud ringtone she had set up for May breaking the heavy silence that had persisted until only a few moments ago. Immediately the two dealers reached for their guns and pointed them at the third man. Her heart skipped a beat.

"What the hell? Did you set us up?"

She heard the gun click, and it was like all logic flew out as she flipped over and landed on the ground. All eyes flicked to her as she put her hands up tentatively.

"Hey, woah woah woah, if you're going to shoot at someone shoot at me!"

"Alright," replied one man, pointing the gun at her and pulling the trigger. She was faster though, shooting a web that caught the bullet in its line of fire and slapping the gun to the side. The man looked at her in fear as she ran forward to get a punch in, she was blocked by a punch to the face by the man in the van. It hurt really bad, striking her square in the face and shocking her. She was bounced back and into the bridge's base, breaking the concrete.

"Penny! They're getting away!" Ned warned in her ear as she grasped her now aching head. She blinked dots out of her eyes as she looked up to see the van driving away, the back doors still swinging open.

"Dammit," she whispered, getting up and running after it. She shot a web at it, but rather than slowing the car down, it dragged her with it along the road which teared at her skin through her suit, "Ow! Ow, ow, ow, ow!  _ Fucking ow!!" _

The man who had punched her earlier swung open the van doors, holding a gun that glowed purple in his hands. That didn't look good.

He aimed it at her, but never managed to hit her as the car swerved, causing him to lose his balance several times. Then the doors fell off, leaving her skidding on the road as the van drove off.

"You okay, Penny?" Ned asked as she got up.

"Yeah, just peachy. I'm just going to have to take a shortcut," she answered. Penny ran through a yard, leaping over fence after fence and trying her best to not break anything, which she apparently was not capable of. She probably cost thousands of dollars of damage as she tore through fences, broke roof tiles, and permanently fucked up a gutter.

"Thought you got a way from me, didn't you?" she panted as she climbed up on a roof, the van now in her sights again. It was going really fast, but she was close, "Ha, I've got you...right...where, I want you!"

She jumped off of the building, about to land on the van when her senses flared. She tried to turn on instinct, but she wasn't fast enough as metal claws encased her. Her heart jumped to her throat as she tried helplessly to tear at them, the ground growing farther and farther away.

Wings. He had wings. They were huge and skeletal, clearly more for support and direction, as there were some kind of generator in the middle that kept him afloat. He looked down and she froze for a terrifying second at the piercing green eyes that met her own. They were bright, yet lifeless.

She couldn't stop staring at the eyes until she was forced to. Her senses flared again, and suddenly she was falling, Ned screaming at her in her ears as she tried to right herself in air. Twisting and shooting helpless webs as the wind pushed past her.

"NO! No no no nononononono!!!!" she screamed, but she was silenced when she hit the water, the cold seeping into her as sank, her body aching from the force of colliding with the water. God, everything hurt. Ned was still talking in her ear, but he was harder to hear now. He was much clearer when she broke the surface, taking in huge, shuddering breaths and ripping her sopping mask off her face, "I'm alive, Ned. I'm alive."

"Oh thank, God," he sighed, and she could hear his chair creak as he leaned back in it.

"I can't believe I lost them," she said bitterly, looking around to find shore and beginning to swim to it. Ugh, her arms ached so much, "They always get away!"

"We've got a lead now, though!" Ned responded helpfully.

"Barely. We know they're selling a bunch of stuff, but we don't know when or where. We've got basically nothing."

"That Vulture guy, though. We might still be able to figure something out."

"Maybe," she muttered, "Shit. I'm not going to get home in time am I?"

"Nope."

**Notes for the Chapter:**

> Sorry this took a bit, we went to the beach. We're technically supposed to stay inside, but my parents are trying to keep us from all murdering each other so...comments are appreciated! <3<3<3


	7. The Stark Expo

"Are you sure this is a good idea?"

Penny glanced up from her camera to look at Ned, whose face was tight with concern. They were on a crowded bus on their way to the Penelope Stark Expo, and she _might've_ not told May. Maybe.

She'd been out later every night trying to find leads to find that Vulture guy, but no luck. She'd never found that _'_ _big deal,'_ or the other guys again. She didn't even know if she was close, though she had been going more to the outskirts of the city to try and find them, but she guessed they'd moved on or something after she'd caught them, because so far: Nothing.

"Why wouldn't it be?" MJ asked from Penny's other side, her nose in a book, "Penny sneaks out all the time, I doubt she'll get caught."

"Yeah," Penny supported, "And besides, I told May I was working and I am, just, not where she thought I would be."

Mr. Jameson had seen her photos of Spider-Woman and had been impressed, so he had sent her out to the Expo to get pics of the other heroes. She didn't quite know what stories he wanted to print, so she'd decided she would mostly focus on the science exhibits. And now Penny was on her way to the event of the year with her two best friends.

Ned seemed less nervous about it, returning to playing a game on his phone, though he continued to fidget the rest of the ride. While he played, and MJ read, Penny went back to her camera, fiddling with little parts and the lens. It was pretty old and she was constantly having to fix it with parts she found in dumpsters. It was amazing what people would throw away.

They finally got off of the bus around 6:00, by which the Expo had already started, as could be seen by the way it was lit up spectacularly and filled with people that streamed in through the entrance.

"Come on, let's go!" exclaimed Ned, already rushing in.

Penny took a moment to snap a picture before following him in. They thankfully didn't have to wait in line, the entrance being wide open, though there were medal detectors on both sides. Strangely, they didn't go off as she passed through with her suit and webshooters in her backpack. Maybe they only went off at things like guns? Or swords? She shrugged it off and continued in, MJ trailing behind unenthusiastically.

They wandered around for a few hours, stopping by every exhibit they could find and asking as many questions as they could get out before they had to move on. It was really cool. There were a couple of actual scientists from Stark Industries, but most of them were college students from science schools showing off what they had made. She was particularly interested in the ones from MIT.

Penny snapped pictures and wrote down the names of everyone they talked to so that the Daily Bugle could send over some reporters to interview them. She was in the middle of taking one woman's picture when Ned grabbed her arm.

"Penny, look at this!" he yelled, grabbing her arm and dragging her over. She flinched but made no move to stop him once she realized it was just her friend. As he dragged her she felt her spider-sense go off dimly, but before she could react there was loud cursing and she found herself on the pavement in a mess of tangled limbs.

"Oh my, God! I-I'm so sorry, sir!" Ned squeaked. Penny looked up from where she was sprawled on the ground to face someone that was eerily familiar to her, which she guessed would make sense since he was on TV all the time.

"It's alright, kid. No harm done," Colonel Rhodes said, already up and extending a hand to Ned, who took it without hesitation, "Are you two alright?"

"Y-yeah," stammered Ned.

"And you, Miss?" he asked, turning to her and holding out a hand. She hesitated, but took it after a moment, her breath catching in excitement. Which, who could blame her? It was _War Machine._

"I'm fine, sir," she assured him, but paused when she felt her camera swing awkwardly from her neck. Penny looked down to see that it had been broken in the fall, "Shit."

"Oh, I'm sorry about your camera, Miss. I can replace it," War Machine told her, looking guilty about her pitiful excuse for a camera. She smiled graciously.

"It's fine. It's just a bunch of junk I put together anyway."

"But--"

"--Really, it's basically worthless, sir. I'll be fine," she cut across him, trying to convince him that she didn't need a new camera. She'd been looking for an excuse to try and make a new one anyway, she just didn't want to waste the one she had. Penny didn't know what she'd do about her pictures though. Maybe she could retake them on her phone? They wouldn't be as nice but...

"If you're sure?" War Machine tried again, raising his eyebrows.

"I'm sure," she assured him again.

"Well, then. Enjoy the expo I guess," and with that he walked away, though he still looked rather sorry about her camera.

The two of them stared at where the man disappeared in the crowd, momentarily stunned. As she watched him go she wondered if she would ever see him again, not just as a random kid, but as an Avenger. Penny was embarrassed to say she and Ned stood there looking like idiots for probably a good five minutes, their jaws slack.

"What are you losers looking at?"

Penny startled, jumping, and turned around to see MJ looking at her with her 'bored face.' Penny blushed furiously.

"War Machine!" Ned answered, his voice breathy with awe. Michelle raised an eyebrow.

"I don't see War Machine."

"He left! He touched my hand! He touched Penny's hand. An _Avenger_ broke your camera, Penny!"

"You broke my camera, Ned," she snapped, though she was smiling.

"Oh, yeah. Sorry, by the way...but I meannn, War Machine right?"

MJ rolled her eyes when Penny agreed. She couldn't help it! Colonel Rhodes was super cool! And an Avenger! It wasn't really her fault.

The trio began walking around again, circling back around to revisit exhibits for Penny, who blushed every time she had to ask to take a picture again. The lighting wasn't as good since it was pretty dark by then, but she made it work. The arc reactor blue lights had a nice aesthetic.

"What do they even do here? Like, is there some exhibit Stark does or...?" asked MJ, staring absentmindedly at the food stand that had a huge line of people. It smelled _really_ good.

"I think they usually like--"

Penny jolted as a violent tingle ran up her spine, and working on instincts, she grabbed her friends, dragging them behind the food stand as quick as lightning. Thankfully all the stands were more like small buildings than anything and provided good cover.

"Penny, what---"

"---Shhh," she snapped, cutting across Ned. Penny tore the backpack off of her back and fished through it, taking out her suit.

"What's happening?" MJ whispered, poking her head out from behind the stand. Penny was just about to answer when--

"PUT YOUR HANDS IN THE AIR NOW!!! I'M NOT FUCKING PLAYING!!!"

Penny pushed past Michelle to see what was going on. There were about six men with guns, _alien_ guns. Just what she had been looking for. Maybe she could finally trace it back to whoever was making these weapons. But, there were a lot of civilians, who were being hustled against a restroom area. Penny observed them for a moment, but ducked back behind the stand when she felt another tingle crawl up her spine.

"Penny--"

"Shhh!!!" They were taking away a few people who had hidden behind the counter of the food stand. She listened, anger rising, to their frightened pleas and the violent yells from the man who threatened them with an _extremely_ dangerous weapon. She wondered what it did, if it was like some kind of laser beam or---

_Keep it together, Penny. A lot of people in danger, remember?_

"Stay here. I'm going to go figure out what's going on," Penny told them in a hushed tone, taking off her jeans and pulling on her suit.

"Aren't you going to fight them?" Ned asked.

"No," she answered, pulling her mask on, "They have hostages, Ned. Stay here, don't get caught, I'll be back."

"Are you going to talk to the Avengers?"

"I don't know, Ned. Just be quiet!" she ordered, slipping away from the large group.

Spider-Woman continued unnoticed through the cover of darkness, eventually graduating from the ground to jumping from trees and stands as stealthily as she could. There weren't too many people to run in to, though she did pass another group of hostages and one man who was patrolling. She still didn't do anything--couldn't--and it was driving her a little crazy.

"Okay, Spider-Woman, you got this. Hostage situation, which is really bad, but the Avengers are here, so--" Shit. Where were the Avengers? Why hadn't they reacted? Why weren't they fighting?

She hoped that maybe they had just left early, and would be on their way back soon, but she knew it was next to impossible. It was Iron Man's daughter's birthday, there was no way any of them left. Which reminded her, what a fucking sucky birthday. Or a cool one, depending on how everything turned.

Her musings were cut short when she heard a short yell. Her head swiveled towards the noise so fast it would've made the old her dizzy. She listened for a moment, wondering if it was another hostage group or something. Penny didn't know, but she headed towards the noise anyway, as if on autopilot. She couldn't let anyone die tonight, not on her watch.

"--this isn't going to work, y'know, I mean--"

The voice was cut off with a quiet _whack._ Penny finally arrived on the scene, dropping into an incredibly well trimmed tree and flattening herself to a thick branch. The voice started up again, a little familiar to Penny, as she peered through the leaves, stifling a gasp at the scene below her.

There were three men carrying alien weapons similar to the ones she had seen earlier, though only one was pointed at the hostage. The other two lounged against the wall, as though it was an everyday thing for. The hostage himself had his arms behind his back, and he sat leaning against a wall with a permanent scowl on his face. It only took her a moment to place him.

"Sam Wilson," she whispered to herself, relieved. The Avengers were here. But then came the next problem. If Sam Wilson was a hostage then the other Avengers probably were too. Ugh, the day just kept getting better and better, "Okay, okay. You can do this. Web up the bad guys, get Falcon free. Easy, just, an everyday thing."

With a deep breath she shot out a web, hitting the man standing guard in the face, and dropped down from the tree, landing on her knee in a _very_ classic superhero pose, if she may say so herself. She heard several gasps, and she shot up before anyone started shooting.

"Hey guys! Am I invited to the party?"

A bright blue blast shot past her, which she easily dodged.

"Guess not."

With two precise 'thwips,' she webbed the guns from the two men who had been talking, pulling them out of their grips and behind her. She didn't have time to web them down as the other man shot at her, though the aim was poor, hitting the tree behind her instead. It caught fire.

"Oops."

"Who the hell are you?" asked one, his face set in a deep scowl.

"It's that Spider-Girl freak. From Queens," supplied another. Penny sighed in mock exasperation.

"Spider- _Woman._ Why can't people get that?"

She shot another web, stealing the last gun and throwing it with the others. She then jumped forward and punched the man that still had webs on his face. He staggered back with a muffled grunt, and she almost felt bad as he fell. It wasn't really a fair fight if he couldn't see.

A thwack to her head that sent her stumbling reminded her that it was three against one anyway.

Penny sent a punch back at her attacker, following through just like her uncle had taught her. Problem was, she had a serious height disadvantage. Being only five feet tall she was probably about a foot shorter than both of her attackers, and she struggled to reach his face. Still, she tried her best, getting hits in when she could, and taking them when she was too slow.

After a few minutes of fighting one of them fell like a sack, knocked out cold. Surprised, Spider-Woman turned to see Sam Wilson, his hands still tied with rope, standing over the man he had knocked out.

While she was distracted the last man standing aimed a punch at her. Thanks to her spider-sense she managed to dodge it, ducking low and punching the man in the gut hard. He stumbled, and Mr. Wilson knocked him on the head. Apparently he knew exactly where to hit, because the man dropped just like the other one had. She guessed being a full time Avenger probably helped with your fighting skills.

"Thanks," she gasped, turning towards the Avenger.

"Same to you," he responded, holding out his tied hands expectantly. She flinched back then reached out and ripped them apart easily, not bothering to try and untie them. She was useless with knots. The man wrung his wrists appreciatively, smiling at her almost curiously, "What're you doing here?"

"I like science," she admitted, "Didn't know all this was going to go down to be honest."

He laughed a little, though it sounded kind of strained.

"Yeah, they picked a hell of a day to attack. Tony's going to kill these guys."

Penny laughed a little, before remembering her manners. She held out her hand, smiling, even though he couldn't see it.

"Sorry, um, I'm Spider-Woman. Nice to meet you, Mr. Wilson," she greeted. He chuckled and took her hand, though he looked at her unsurely. Had she done something wrong?

"Just Sam, kid," _Kid?_ Crap, she was _not_ good at this secret identity thing, "Anyway, I'm going to take a guess everyone is having the same problem I had. Want to help out?"

"Yes! Oh my--um, I mean, yeah," Penny stammered out, trying to regain her composure. Mr. Sam seemed to think it was funny, smiling at her in amusement.

"Follow me, then," with that he ran off, and she hastily ran after him. They crept along, essentially doing what she had done earlier, though a bit slower since Mr. Sam couldn't jump around like she could.

After a few minutes they arrived at what Penny assumed was some sort of cell tower or something. She wondered why there was one at the Stark Expo. Was it special? Like, the greatest service on Earth?

"Can you climb up there? Get a better view?" asked Mr. Sam, craning his neck. Spider-Woman fixed him with a heavy glare, hoping that he could sense her sass.

"Yeah, sure."

She jumped, scaling a third of the thing in one leap. She kept crawling, keeping herself flat and sticking to corners to avoid being seen from any of the attackers. Penny stopped just before the top to turn and look around.

There were probably around eleven groups of hostages, five of which were really small, though it was hard to tell from so high up. She was about to move back down a little bit when a buzzing caught her attention. She looked up sharply, her ears directing her to the very top of the cell tower. She hesitated for a moment before leaping up onto the little platform, curious.

There was the normal part of the cell tower, though obviously more advanced than usual, and then there was a little box connected to it, blinking red and letting out low buzzing sounds. Penny racked her brain for everything she knew about cell towers, but she'd never heard about it, not even for one this highly advanced.

"You don't belong here, do you?" Penny wondered aloud, picking it up gently and examining it, mumbling, "What do you do?"

After looking through it, she realized that it was nothing good. She didn't think it was a bomb, but she guessed it was interrupting the signal. Penny ripped it from where it was leeching on the Stark tech and webbed it to the side of the tower, not sure what to do with it. Maybe she would take it back with her afterwards, they might be able to make something out of it. She put it back down and turned to a maintenance box, hoping that everything wasn't fried.

"Glasses?" she asked when she opened it. They were high tech and expensive looking, with a red trim and colored lenses sitting on a specially made stand. Penny grabbed it gently, almost reverently, to examine it. These were totally Tony Stark's glasses, and she guessed they were for emergencies or something. Like, maybe they could contact people? Whatever they were, she stuffed them in her pocket, reset the cell tower, and climbed back down.

"Report," ordered Mr. Sam when she reached the ground.

"I saw three groups nearby, but there were a lot more spread out, mostly big groups," he nodded, gesturing at her to continue, "Of the ones nearby, there was one big group, and the other two were rather small, only a few people and a hostage."

"Must be someone on the team," he concluded, "Where?"

"That way," she said, pointing to a path to their left, "They're both on the same path, just spread out."

They headed down the path she pointed out, creeping along slowly just like they had before. They walked in relative silence for a few minutes before she broke the silence. Penny Parker had never been one to stay quiet for long.

"Who do you think these guys are?"

"Probably Hydra," he sniffed, "but they said something about a phoenix earlier, so we won't really know until this is all over."

"Hydra? Oh, like the thing on the news a couple of years ago, right? That thing with SHIELD or whatever?"

"Yeah, exactly like that."

"Why do you think they're here?" she asked after another moment, her curiosity getting the best of her.

"I don't know. Revenge? A death wish? Probably a death wish. I mean, attacking on Tony's daughter's birthday? That's a bold ass move."

"No kidding," she answered. She had seen interviews online about Tony Stark and his daughter, he'd always been furious whenever someone said something rude or condescending about the girl. She didn't know if she'd ever seen someone look so mad, so furious. Even though those interviews were years ago she doubted that his attitude had changed.

They relapsed into the silence, and Penny cast out her hearing in front of her, trying to find out how close they were to the nearest group when a hand grabbed down on her shoulder.

She immediately grabbed it and twisted, throwing the person over her shoulder in a fluid motion. He landed on his stomach with a loud grunt. Penny kept his arm twisted, stepping on his back to keep him down when he struggled.

"Hey! Let me go, I'm with you!" the man protested, twisting his face to look up at her. She had to admit that he looked rather handsome.

"It's alright, Spider-Woman, you can let him up. He's a friend," Mr. Sam assured her, holding his hand out hesitantly as if she needed to be calmed down. Shit. Had she attacked an Avenger? Or, the friend of an Avenger?

_Great first impression, Penny!_

"Oh, sorry. Sorry! Sorry, sir!" she apologized profusely, stepping off of him and extending a hand, which he gratefully took.

"It's good. I probably shouldn't have grabbed your shoulder like that," the man said, waving off her apology. Penny stared at him hesitantly, not able to place the man from anything, not even as a scientist that would be presenting, "I'm Scott, by the way. Or, well, you may know me as Ant-Man."

She tilted her head.

"Y'know, Ant-Man? I mean, I've been doing pretty good as a superhero, I mean I even beat Sa--"

"That's enough, Tic Tac," Mr. Sam interrupted coolly, "The team's in trouble, we need to get moving."

"Oh, yeah, yeah, of course," Scott agreed.

Scott joined them as they headed to the nearest Avenger, who they reached within minutes. Mr. Sam held up his hand to signal them to stop as they came upon a small clearing near a fountain. She had to admit, even when under attack, everything was really pretty. In the clearing were the guards and the hostage, which she realized was Captain America. Dope.

"Spider-Woman," Mr. Sam whispered, catching her attention, "see that tree?"

Penny turned to look at the one he was pointing at, nodding. It was relatively small, but it would provide good cover with its bushy leaves.

"I want you to climb up that, can you do that without them seeing you?"

"Yeah."

"You'll stay up there until my signal. You're easily the heaviest hitter here," she blushed under her mask, "You'll web up their weapons while Scott and I jump out and take them down. Got it?"

She and Scott nodded their affirmation. With that Penny crawled forward, keeping low. Fortunately, the armed men seemed more interested in watching Captain America at the moment. The blond man noticed her almost immediately, his bright blue eyes meeting her white lenses in masked surprise. Thankfully, he made almost no indication that anything was happening and she was able to slip by unnoticed. Penny then waited in the tree for Mr. Sam's signal.

Despite how weird everything had gotten, it hadn't been a totally awful night. She just hoped Ned and Michelle were safe. And that Mr. Jameson wouldn't fire her for not taking pictures of any of this.

How many times had she dreamed about working with the Avengers, and okay, so maybe this wasn't really official, but it still kind of counted. Maybe this was how she'd be able to impress them, hopefully without them figuring out she was just a kid first. Maybe she'd at least be able to meet Iron Man before the night was over.

Just then a clicking sound reached her ears, coming from the bushes she had just come from. That was the signal.

Spider-Woman jumped from the tree, again, and webbed away the weapons before they had a chance to respond. She threw them behind her like she had before, though this time an _Avenger_ was helping her out. As well as some guy that she didn't know.

The fight was over before it even started. Mr. Sam knocked a guy on the head like he had earlier, she webbed the other two to the ground, and Scott freed Captain America. He was apparently really good with knots, because he untied the rope almost immediately. Maybe he'd teach her how to do that, it looked pretty cool.

"Thanks, Scott," Captain America said. Like actual _freaking_ Captain America, and not just those stupid videos. This was literally a dream come true, "Where are the others?"

"We're doing a pick-up situation. There should be someone else along this path if we keep going," Mr. Sam responded, walking towards Captain America and Scott after he double checked that the guy was knocked out. Captain America's eyes flitted to her momentarily, and she froze a little under his piercing eyes.

"Who?" the blond asked.

"Don't know. Who do you think, Spidey?" Mr. Sam asked, turning to her. She froze, feeling put on the spot as all eyes turned to her.

"Oh, um, I couldn't tell. They were too far away," she answered, trying to sound confident, "I'm Spider-Woman, by the way. Nice to meet you, Captain America."

"Just 'Steve,' is fine."

_Oh my, God. Literally the coolest day ever._

"What's our next move, Cap?" Scott asked.

"Let's go get our team."

**Notes for the Chapter:**

> This is one of my favorite chapters so far!! What's gonna happen!!?? ooooOoOOooOoOOo!! Comments and kudos are appreciated!!! <3<3<3


	8. Happy Birthday!!

Today had not been a good day. It had started out awful, and it had been awful, and now it was worse. Penny's birthday was always a hard day for him, hell, it was a hard month, but he didn't think it'd ever been this bad. At least the other times he hadn’t been held hostage, at least Pepper hadn’t been held hostage, but now...

"Fun day, Stark?" asked the man in front of him haughtily. Tony glared at him, not up for banter with a maniac. He just wanted to finish the expo so he could go home and go through his memory log of Penny. He didn't know if he'd be able to do that tonight. Friday wasn't responding, which meant that he couldn't call his suit, which meant all he had was his little gauntlet-watch, which wouldn't get him out of the situation he found himself in.

Where the fuck was the team?

Pepper and Clint's kids were all with him on the stage at the moment, though he didn't know where Laura and the youngest were. Pep was a few feet away with Lila and Cooper, who were keeping a brave face, but he could tell they were probably going to lose it soon, or at least start crying.

_Don't worry. I gotcha. I'll protect you, I know how to now._

"It's been _just_ peachy," he responded through grit teeth.

"Glad you think so," the man said, and Tony raised an eyebrow.

"What exactly is your plan here? I don't know if you've noticed, but historically, picking a fight with the Avengers is kind of a bad idea. I'd just let us go if I were you," the billionaire told the man, keeping attention off of Pep and the children as best he could, "By the way, where'd you get the fancy tech? Take it from the Chitauri themselves?"

"We've got a good dealer. Unfortunately, someone's been sniffing around his operation a little too close. But, that's a problem for another day," the man answered with a smile, which highlighted his rather disturbing blue eyes. It didn't make any sense. This was the first he'd heard of a widespread alien tech operation. Who was getting too close? Whoever they were, he hoped they were keeping an eye open for these guys.

"Sure, good dealer. But I never heard why. Got a cool villain motive, asshole?"

"Phoenix has burst into flame, and today we rise from the ashes," he said simply, as if it answered everything.

Phoenix. _Phoenix._ Tony furrowed his brow, his eyes growing dark as anger bubbled up his throat. He snarled, lunging out, but was held back by two other guards nearby. With his hands tied behind his back, there was nothing he could do but glare.

"You," his voice was soft and accusatory, laced with anger, "You took her. _You took her from me!"_

The man remained unconcerned, lifting an eyebrow.

"Well, not me specifically, but yeah. I enjoyed reading about the mission, quite fascinating what they did with the kid, really. Want to hear?" God, he was going to be sick. He was going to murder every one of these armed assholes. They would feel his pain, his daughter's pain.

"You're _dead."_

* * *

Penny took back everything she'd thought earlier. This was the _best_ birthday ever. The Avengers were literally the coolest people ever, and she was working with them! She'd saved a couple of them! Ned was going to absolutely _freak._

So far she'd met Hawkeye, Colonel Rhodes (who she'd technically met earlier), Natasha _freaking_ Romanoff, and the Winter Soldier in addition to everyone she'd met earlier. Since they'd gotten Captain America they had been getting even more of the Avengers, and by now all they didn't have was Iron Man. As well as Vision and Wanda, but apparently they were chilling in Spain at the moment on some couples' vacation.

"Spider-Woman," Captain America said in his deep voice. She snapped to attention, "Any place where we didn't go, where Tony might be?"

All eyes were on her, and she felt her face heat up as she thought. She racked her brain for all the areas that she'd spotted hostages, and all the places they'd been. She couldn't think of anything, but if she could try and listen...or even smell. Her sense of smell was literally insane...it was kinda weird to be honest.

"Well? We don't have a lot of time!" urged Hawkeye, his tone sharp. _Geez,_ why was he in such a bad mood?

"I'm listening!" she snapped defensively, then immediately regretted it. _Don't snap at an Avenger, Penny! What the fuck!_

"Listening?" asked Ms. Romanoff.

"Yeah, like super hearing, so..." everyone quieted down as she closed her eyes, her suit's lenses matching her movements. Her ears followed the nearest sound of humans it could find, shifting through different groups until--

"--got a cool villain motive, asshole?"

It was faint, and the words were hard to make out, but she could recognize the voice from TV, and also, who else would be brave enough to talk back like that?

"He's...at the stage," she answered finally, blinking her eyes back open. They looked almost...impressed? Captain America nodded his approval and she felt herself blush even harder.

With a couple of quick words and drawing up of plans they headed to where she pointed, breaking up into smaller groups. She was with Black Widow and Hawkeye, which was, again, unbelievably cool.

The three of them worked their way around, keeping clear of guards as Ms. Romanoff directed, working in relative silence. She tried to refrain from asking questions like she had with Mr. Sam, not wanting to embarrass herself. If she opened her big fat mouth in front of the Black Widow she'd regret it for the rest of her life, she just knew it.

Finally, they had circled around completely and were behind the stage, which was taller than she thought it'd be. She stuck to the wall and crawled up quietly, forgoing jumping. Getting caught would be a bad idea. Once Spider-Woman reached the top she shot a web down, catching Ms. Romanoff's outstretched hand and pulling her up before doing the same with Mr. Barton, who gagged at her webs. She smiled and sprayed their hands with the dissolvent.

The top of the stage had a perfect view, and...shit, there were a _lot_ of guards. Probably around thirty, all armed and vigilant at the foot of the stage. She couldn't see Tony Stark at the moment, but there was a thick throng of guards in the middle that she couldn't see through. Penny guessed that Mr. Stark was probably there.

Other than that there were three other people. Pepper Potts, who she really hoped to meet tonight, and two kids, one girl and one boy, probably twelve and ten respectively. She heard Mr. Barton gasp when he looked over the scene, and when she looked over she found his face scrunched in anger. Huh.

Ms. Romanoff pressed a finger to her ear, swearing after a couple of moments. Penny guessed that it was broken, if the static she heard was anything to go by. That stupid box. She must've reset it wrong, or hopefully it was just taking a while and would work in a moment.

Unable to communicate with any of the other Avengers, they crouched there for a few minutes, watching as the guards moved around in clear apprehension. She was eventually able to make out Mr. Stark, who was seething in anger. She could practically feel it from where she was standing a hundred feet away.

"The kids," eventually Mr. Barton said, breaking the silence and turning to her, "You can hear them, right? Are they okay?"

She blinked in surprise. After a moment she listened to them, trying to pinpoint if they had been harmed. Alarmingly, she smelled blood, but it wasn't a lot, probably just a cut.

"They're fine, Mr. Barton. Scared, and I think one has a cut, but nothing life threatening," she answered. The archer sighed in relief, looking tired and scared. It was infectious. Was something bad going to happen to these kids? Did he think they wouldn't be able to save them? Did--

"You can hear that?" asked Ms. Romanoff, her face unreadable.

"Well, some of it. I can smell the blood, hear their heartbeats. Nothing insane," she responded humbly, searching through foliage for signs of the other Avengers. She didn't see them, which she supposed was a good thing, but it was frustrating not knowing what was going on.

Ms. Romanoff nodded, looking...like a person? She couldn't read the woman at all.

"COME OUT WITH YOUR HANDS UP!!" came the commanding yell of a guard below them, surprising her.

Penny flinched at the yell, looking at where the guard had yelled in apprehension. She clenched her fists in worry as a man walked out from behind a tree, his hands in the air.

"Who the hell are you?" asked the guard, who Penny guessed only she could hear from atop the stage.

"Um, I'm Scott. What's happening?"

He got hit squarely in the jaw, tumbling down to the ground immediately. Two other guards jumped on him, tying his hands together and placing him with Mr. Stark.

She hoped that he was alright.

* * *

"COME OUT WITH YOUR HANDS UP!!"

Tony looked up sharply when the man yelled, peering in the same direction as him, expecting the team to burst out in a flurry of action. Instead, Scott stumbled out with his hands in the air, looking sheepish and unsure.

Tony had only met Scott that day. Sam had brought him along, saying that he was a recruit with some serious talent, mentioning that he was Ant-Man, which had rung a bell. Tony had heard about Ant-Man, both the old and the new, and was going to start keeping track of him the moment he resurfaced, which he tried to do with any new superheroes who showed promise.

Tony startled as Scott was punched square in the jaw, making him stumble. The man was immediately taken down by two other guards, and dumped down right next to him.

"Hey, Iron Man, uh, nice to see you," Scott greeted as he righted himself. Tony gave him an unimpressed look, but didn't say anything in front of their captors. They sat in silence for a few minutes, in which Tony ignored Scott, until he eventually felt an uncomfortable prickle around his wrists.

He almost startled as he felt the bugs crawl on his hand, but made himself stay still. The billionaire gave Scott a skeptical look, scanning his eyes over the man, his eyes landing on the rather small earpiece in his ear. Duh, Ant-Man. The ants were untying--eating?--his ropes. It only took a few minutes for the ropes to loosen and then fall away completely. Okay, so maybe ants were actually more useful than he gave them credit for.

Tony continued to keep still, watching as the ants crawled away and back into the bushes, a line parading from Pepper's direction as well. They made eye contact and he tried to convey that everything was under control, even though it clearly wasn't. It was technically getting better though.

She looked upset, slightly teary-eyed, and it hit him that she had also heard what the man had said earlier. They were being held hostage by the people who had taken his daughter, they knew what had happened, how she'd died. He knew that nightmares would plague them that night, if they managed to sleep at all.

He gave her a watery smile.

It vanished as an arrow flew overhead.

The arrow hit the ground a few feet ahead of him, bursting into a net that knocked about five people to the ground. Then there were shouts, and yells that echoed through the empty night air. Tony twisted at an unfamiliar sound, seeing a white rope that Clint and Nat were climbing down, as well as a strangely familiar red clad figure bounding his way.

_Finally._

He immediately bounced up and punched the nearest asshole in the face, getting a few good hits in before kicking him into the way of Steve, who promptly knocked him out.

"Took you long enough," Tony greeted.

"Nice to see you too, Tony."

The billionaire twisted around and punched another guy in the face, his fist coated in his little gauntlet-watch. God, he wished he had his glasses back, or that the signal would actually work. He needed to figure out how that happened by the way.

Tony punched the guy again, thankful to see him fall off the stage--idiot--and turned to watch as the figure in a red sweatshirt struggled with a guy twice their size and gauntlets that glowed a ghostly blue. He rushed up to the man just as Red Sweatshirt punched the asshole in the face, hitting the man hard himself and watching in satisfaction as he passed out.

Red Sweatshirt blinked in surprise with their white lenses, before apparently startling and reaching into their pocket, and throwing whatever they were holding at him. He caught it on instinct, surprised to see his backup glasses that were kept in the cell tower.

"Thanks, Spidey!!" he called, finally recognizing the Queens vigilante. It was a bit awkward that she was here, but that was a problem for another day. He didn't wait for a response, but he was sure he heard a squeaked, "No problem!"

He joined the fray again, falling back on training and his constant near-death-experiences to pull him through. There was chaos all around him, yells breaking through the once silent air, as well as blasts of different color lighting up the area. He called his suit as he fought, hoping that everything was back to working order. Friday did manage to respond, but she sounded a bit broken and she was interrupted by static.

With a last kick from Natasha, the fight was over. Tony took heavy breaths, licking a gash on his lip, as he looked over the bodies that littered the floor. No one was dead (unfortunately), they were mostly just knocked out, and those who weren't were webbed to the ground. In fact, a lot of men were webbed to the ground. He smiled as he watched them try and struggle free of the freakishly strong material. He'd have to talk to the Spider Gal about that.

"Good job, team," Steve congratulated, helping Pepper up.

"Thanks, Capsicle," Tony said, rushing to his fiancee and embracing her, "The suit's on the way. Should be here in less than a minute, if everything's back up and running."

"How did everything get shut down like that?" asked Clint skeptically, holding his kids tightly. Tony felt a familiar pang in his chest, "How did these weapons even get in here?"

"I don't know," he admitted, sighing, "What's the damage?"

"Still several civilians held hostage," responded Rhodey, "They're spread out in grou--"

Suddenly a red blur was in his face, moving so fast he couldn't even react. A blinding light made him flinch and close his eyes as he was pushed to the ground hard, his head bouncing off of the concrete. At the same moment, a piercing scream slashed through the air.

"SPIDEY!!" screamed Clint at the same moment he opened his eyes to see the woman be flung into the air. He gasped as the Iron Man chest plate finally attached to him, the pieces of the suit pressing onto his body, and the moment the repulsor boots clicked on he took off after the figure. Panic rushed through him as wind rushed through his hair, the helmet still on its way, as he sped after her. She was flying through the air, clearly trying to catch herself with her webs, which just weren't working for some reason.

All he could think about was that she'd jumped in front of him, had pushed him out of the way and had taken the bullet for him. Well, alien blast, which was probably arguably worse.

He finally caught up to her as she crashed through the glass of the world model, diving through the hole she'd made and grabbing her arm. She grabbed on immediately, bringing up another hand to grab his own.

"Hey, kid," he greeted, smiling as she looked up at him in surprise, her lenses widening.

"Oh, um, hi, Mr. Stark," she replied. Her pained voice made him wince.

"Just, 'Tony,' kid. Mr. Stark makes me feel old," he told her, beginning to collect her in his arms. He noticed how she flinched, no doubt due to her burned side. The side of her suit had burned straight through, showing a blackened tank top and skin underneath, as well as spots of blood, "Don't worry, I gotcha."

He flew back to the group, who were all awaiting anxiously, letting out deep breaths of relief when they saw them. Tony touched down as gently as possible, putting Spider...what was her name? Anyway, he put her down carefully and stepped out of the suit.

"Thanks, Mr. Stark," she said breathlessly, stumbling a little. Pepper held out a calming hand, steadying her.

"Thanks for saving me, Spider-Girl," he tried, hoping he got it right. He was pretty sure that that was what Ross had said.

"Spider-Woman," she muttered, making Sam laugh a little. Whoops, "What happened?"

"Some asshole wasn't knocked out," responded Clint, "Don't worry, we got him."

Tony nodded, though he was a little miffed that he didn't get to do it. Whatever, he was going to murder all of them later anyway. He stepped out of the now full suit, sending it to sentry mode, and turned to look more at Spider-Woman. Sam was with her, clearly trying to help with her injury, though she was not having it.

"I'm fine, I'm fine!" she insisted, waving the Avengers away, "It's just a burn!"

"Yeah, a probably radioactive alien burn," Tony said sarcastically, grasping her shoulder and trying to get her to sit down on the bench.

"That's fine."

"What?" chorused most of them, staring at her.

"Oh, um, I'm radioactive. Radiation just, like, flushes through my system or whatever," she stuttered, stumbling over her words. Tony blinked.

"...You still got hit by a gun," Pepper pointed, looking confused. The younger woman just shrugged. She then clicked something on her wrists, and Tony watched in fascination as a little vial popped out. She put it in her pocket and replaced it with another. So that's why they hadn't been working.

"I don't have to pull a bullet out, though. So I can just web it up," she excused, doing what she had just said. Shit, had she been shot at some point? It looked like Sam was going to have a heart attack, "I'm fine, I heal fast."

Tony shook his head in exasperation, but there wasn't anything they could do about her stubbornness at the moment. There were still hostages that needed saving, though it would go a lot quicker now that he had his suit.

"Anyway, what were we saying before we were so rudely interrupted?" Tony asked Rhodey, who seemed like he was close to arguing with Spider-Woman and dragging her to the Medbay at the Compound.

"They're spread out in groups. About six of them," he answered reluctantly, "We should go ahead and spread out. If we keep on the path, we should come upon them without any trouble."

"Alright," Steve responded, "Bucky and Spider-Woman stay here, keep an eye on the hostages and civilians."

Bucky nodded, and though he couldn't see her face, he could tell that Spider-Woman looked a little disappointed at having to stay behind. Well, she was injured, she would have to deal with it.

As they were heading out, however, he looked back to see that she was dragging guards over to make a large pile and webbing them up. Bucky was helping her while Pepper continued to sit with Cooper and Lila. They made eye contact, a silent exchange of reassurances and goodbye's. He didn't know what he'd done to deserve her.

* * *

"Sooo, you're a spider?"

Penny looked at the little boy in surprise. He had wandered away from Ms. Potts and was instead standing in front of her as she sat on the edge of the stage. He looked about tenish, but who could say? She didn't really know anything about kids.

"Sorta," she shrugged, wincing when it disturbed her side. She'd have to be careful May didn't see it when she got home, "I have human and spider DNA. Kinda've a mix."

"Cool," he whispered, trying to jump on the stage. Unfortunately for him, he was short and the stage was tall, which she could relate to. She hesitated before extending out her arms.

"Here," she offered. He immediately latched onto them, and she pulled him up with a stifled pained gasp. Stupid alien gun.

"I'm Cooper, and that's my sister Lila," he introduced once he was sat next to her, pointing at his sister, who was sitting on a bench with Ms. Potts, "We have another brother, but he's only one, so he's probably with Mom at the moment. What's your name?"

She blinked at the sharp shift, watching him as he kicked his feet against the stage. She was honestly kind of surprised that he wasn't more traumatized. Probably just repressing it, classic move.

"Oh, I'm Spider-Woman," he frowned, which made her giggle a little.

"That's not a name," he whined.

"Don't be rude, Cooper," interrupted a different voice. Penny looked down to see the girl who'd been sitting with Ms. Potts. Her arms were crossed, and she stared at her brother suspiciously.

"But that's not her name!" he protested.

"She's wearing a mask! It's obviously a superhero secret identity thing!"

"Well, Dad doesn't wear a mask!"

_Wait, what?_

Now that she looked at them, they did kind of resemble Mr. Barton.

Lila continued to glare at her brother. Who was Hawkeye's son. Hawkeye had children. Three, apparently.

"Your dad's an Avenger. He doesn't have a secret identity. Besides, you guys are hidden by SHIELD," commented Mr. Barnes. Penny turned around sharply to face him. He was sitting beside the pile of knocked out and webbed up criminals with a small gun, which he apparently just carried around with him at all times. Being an Avenger must be so badass.

"Would you tell us your name if you were an Avenger?" Cooper asked, smiling. She noticed that he didn't have one of his front teeth and she almost melted at how adorable he was.

"I don't really think I'm Avengers material," she chuckled, helping up Lila as she tried to climb on the stage.

"Then I hereby dub thou an Avenger!" he declared clumsily, knighting her with his hand, which made her snort.

"You can't do that!" Lila argued, and they continued to bicker for a few minutes, until she was in the middle of them trying to hit each other. Having siblings must be fun.

Just as Ms. Potts was coming over to get them, Penny heard a sharp crack behind her. She turned so quick that Cooper fell off of her and straight into Lila.

The crack was followed by a fizzle. Then another crack. And another fizzle. Then a bitter scent swarmed her, so strong she jumped to her feet.

She dashed over to Mr. Barnes' side, and she could tell that he had just noticed what was going on.

Four were already dead, their eyes glassy and their mouths open, and more were spasming. They were...they were killing themselves, like the Nazis in her history books. She rushed forward to try and stop them, to save them, but a strong arm caught her own and dragged her back.

"Don't," Mr. Barnes warned softly, "You can't stop them. You won't be able to."

"But-but--"

A scream broke the air behind her. She turned to see Lila hugging Ms. Potts, staring at the bodies, those still and those shuddering.

Ms. Potts dragged Lila and Cooper back over to the bench. She watched in shock as she shielded them, gently wiping their tears and running her hand though their hair. They'd be okay, they'd be okay.

Would she?

"Help me," ordered Mr. Barnes quietly. His voice was soft and surprisingly comforting.

Penny broke the men out of the webbing, trying to not look them in the eye. Everyone by now had stopped shaking, but she couldn't stop. They laid them out in a row, though she didn't quite know why.

"This one's alive."

Penny looked up sharply at Mr. Barnes' voice. He was holding a man up by his hair, and he was most certainly alive. He was grabbing at Mr. Barnes' arms, desperately trying to free himself. He didn't look hurt, or that he was going to pop a cyanide pill.

He was afraid.

"Web him up."

She obliged shakily, webbing him to the stage a bit away from the others. Tonight had turned officially uncool.

The Avengers returned in less than twenty minutes, and...wow. They worked _really_ quickly, like frighteningly so.

They returned with a woman and a baby/toddler (she really didn't know _anything_ about children), who she assumed was Mr. Barton's wife and third child. Lila and Cooper ran to Mr. and Mrs. Barton, jumping into a big family hug, which was unexpectedly domestic looking for an Avenger. What did the Avengers even do all day?

"Situation's all wrapped up," reported Captain Rogers. Mr. Barnes hopped off the stage and headed towards him. They braced each other in a big hug, which she thought was kinda cute, "The hostages, they had pills like Hydra. Did yours--"

"All of them, except for one," replied Mr. Barnes.

"Great," interrupted Mr. Stark, still in his armor, "I didn't get to punch enough people.

"Tony--" started Captain Rogers, but Mr. Stark shoved past him and headed to the stage. Penny jumped up, her spider senses tingling. It was danger, but not really, more like she could sense his anger. Damn, was she an empath? Noice, bonus power.

Mr. Stark boosted himself up on the stage, marching over to the man she had webbed up, who was still struggling. She watched him hesitantly, her hackles raised in anticipation. He looked at the man for a moment before grabbing the man and trying to move him, though he didn't get very far, her webs holding him down. She had to admit she was a little proud, but her webs were no match against a repulsor blast.

"Name one good reason I shouldn't kill you for what you did," he threatened, his voice was quiet and dangerous as he pointed the repulsor at the man. She itched to jump into the situation, but forced herself to stay still.

"I-it wasn't even me! I wasn't part of the mission! I-I mean I knew the guy, but he's dead. Died years ago in a plane crash," the man tried, his voice high as he tried to scrabble backwards.

"Not good enough," Mr. Stark snarled, and Penny could hear the whine of his repulsor.

"Tony!" exclaimed Ms. Potts, "Not here! Not now!"

Mr. Stark turned to look at her briefly, glancing back at the man, and Penny could practically see the pain in them. She didn't hear the repulsor stop though, it just kept growing, and the man noticed as well.

"I have information!"

"On what?" asked Colonel Rhodes, sounding equally as dangerous.

"On Penelope Stark! The whole operation!"

"And how does that help your case?" questioned Mr. Stark, raising an eyebrow and gritting his teeth.

"She's alive!"

_"What?"_


	9. She's Alive!

**Notes for the Chapter:**

> Check out my art for Penny!  
> https://iwritedumbshit.tumblr.com/post/615037605750407168/some-are-i-drew-for-my-penny-parker-au-rise-from
> 
> I meant for her to have curlier hair, but I'm pretty bad a drawing curly hair, especially digitally.

"She's alive!"

Rhodey gasped, then clenched his jaw. Alive. Penny could be _alive._ It was too good to be true, too much to hope for. It was beyond belief if he was being honest with himself. His goddaughter had been missing for over a decade, presumed dead in the first six months after her capture due to the lack of ransoms, contact, or even a hint of a lead. Who was this asshole cowering on the stage to say "she's alive" after this long? To say it without proof and only at the threat of his own life?

But it was a chance, a chance that Rhodey had never thought he'd get.

Tony hadn't moved from the stage, or at all, had only gasped out a confused statement as he stood over the man, his repulsor still pointed at him. Spider-Woman was a few feet away from him, and while she had had a defensive stance earlier, she now stood in complete shock. She didn't move, nobody did until he finally started, forcing himself to action. He jumped on the stage and grabbed Tony's arm, pulling him away from the man. Cap joined him, grabbing the man himself and calling Spider-Woman over to make sure he was completely webbed up since they didn't have any cuffs on them.

"Rhodey," Tony said, his voice soft and wispy, giving him the feeling that he was having trouble breathing.

"I know, I know, Tones," he comforted, helping him off the stage and over to Pepper as the grieving father stumbled out of his suit. She greeted her fiance with a hug, which he returned robotically, "Get Happy to pull the car around, I'll take care of this."

Pepper nodded, and knowing she could literally do anything, he turned back to address the situation.

Steve had knocked the man out and he was currently thrown over the super soldier's shoulder like a rag doll. So he was secure, but they had to make sure he stayed that way.

"Dive him back to the Compound and put him in an interrogation room. You brought your car right?" Rhodey asked.

"I did," Nat responded. He nodded.

Nat, Steve, and Bucky left with quick goodbye's and he continued to dole out roles for everyone. Pepper and Tony headed towards the entrance, who seemed better if a little despondent. Sam and Clint volunteered to stay behind, while his family followed after Pepper. Well, that was everybody, except...

"Spider-Woman!" he called. She turned to face him, and he grimaced when he realized she was hugging her burnt side. He would've invited her over to the Medbay any other day, but...

"Yes, sir?" she asked, her voice soft. Geez, she sounded so young.

"I just wanted to thank you for tonight--" he started, but she cut him off.

"It was no problem, sir. I have the power to help, so it's my responsibility," he smiled sadly at her words. He knew the feeling. He also knew that this was not the woman terrorizing Queens like Ross had made her out to be.

"Still. And, I also wanted to ask you to not tell anyone what that man said about Penny Stark. If that got out before we even knew if she was actually alive, or before we were able to make sure she was safe..."

"I understand, Colonel Rhodes. I won't tell anyone, I promise," she said sincerely, and he felt that he could trust her to keep her word.

"Thank you," he said simply, before reaching in his pocket, "Here."

He tossed the comm at her, which she caught deftly. Her lenses widened when she realized what it was, glancing between him and the comm. It was his, so he'd have to get a new one.

"It's a comm. Contact us if you need us, and if we're ever in Queens, we might contact you."

"I-I...wow. Thank you so much, sir," she stuttered, pocketing it, "It was nice to meet you."

"You too."

She turned and left without another word, jumping into a tree and then leaping between stands, quickly becoming a dark figure hard to distinguish from the sky behind her.

This was a mess, plain and simple. It was his goddaughter's birthday, and he couldn't be left alone to be sad instead of dealing with this shit? But, she might be alive, he might get to hug her again, might get to hear her laugh, and damn, if that wasn't worth the world.

* * *

Spider-Woman jumped between stands and trees for the billionth time that night, hugging her side as she did. It hurt a lot, especially now that she was moving, but it felt washed out, unimportant, compared to the impact of the night. Penny Stark was _alive._ How fucking crazy was that shit?!

She paused on the side of the stall to breathe, her injury catching up to her. She breathed through her mouth heavily, taking her new comm out of her pocket. This was crazy, absolutely crazy. She'd saved the Avengers, worked with them, found out that Penny Stark was alive somewhere, and now had a way to contact them personally. Her life was insane, literally insane.

The teen was about to start moving again when a low humming caught her attention. She tilted her head in interest, listening intently, until she found the source of the buzzing. She jumped to the ground and crawled over to a bush, a bright purple greeting her through the leaves.

"It's a...glowy thingy," she mumbled as she picked it up and examined it. It must've been part of one of the weapons. Maybe this was her new lead! If she could find out where they were getting these, or maybe set up a fake deal for it, she could find them! "Mk, you're mine now."

She pocketed it in her ruined suit and jumped away, her eyes heavy. She'd have to deal with it later when she was less tired. Preferably after she'd had a full eight hours of sleep.

She continued to jump and swing until she found where she'd hidden MJ and Ned behind the food stall. They still hadn't moved and were waiting anxiously as they watched the crowd of people flooding the pavements as they rushed to leave, a few policemen helping to keep everything under control.

"Oh my, God, Penny!" yelled Ned, tackling her in a hug the moment she reached the ground beside them, and she stifled a pained gasp, "We thought you were dead!"

"Yeah, well, I'm not," she said, removing herself from his grip. She loved her friend, but her side really hurt.

"Holy shit," he exclaimed, catching sight of her burnt suit, "What--"

"--I'm sure she'll explain later, Ned," MJ interrupted, and she gave her a grateful look, "But we should go."

MJ tossed her her bag and she quickly changed out of her ruined suit and back into her clothes, as well as dumping the glowy thing in her bag. She trusted that her friends would keep a lookout while she changed, and sure enough, no one bothered them.

They followed the swarming crowd of people who were rushing to leave, grabbing each other's hands so as to not be separated. Penny hoped the buses wouldn't be too crowded.

It took a while to get back out, security guards checking the entrance and setting anyone who had injuries to the side for medical attention. She straightened when they were next in line. Her injury couldn't be noticed.

"Any injuries?" he asked, and she shook her head, "Did you get hit anywhere by anything?" she shook her head again. He shone a light in her eye to check if she was in shock or if she had a concussion, which she had to fight a flinch against. Stupid sensitive eyes.

"You're free to go, Miss," he said to her when he was done, waving up MJ behind her. Once MJ was clear they headed to the nearest bus stop.

"What happened?" Ned asked after a few minutes. She silently commended him for holding in his curiosity for so long.

"I rescued the Falcon," she answered after checking to make sure no one was around, "Then we went around getting the other Avengers. We got Mr. Stark last and then...I kinda got shot."

She cringed when her friends both stopped in their tracks, looking at her with shocked and disbelieving expression.

"I'm sorry. You got _shot!!?"_ MJ exclaimed, clearly trying to see where.

"Not with like, an actual gun, bullet-thing whatever. It was an alien one."

"And that means...?" Ned trailed off.

"It was the burn you saw on my suit. I'm fine, it'll heal," she assured them, though her friends looked doubtful. Whatever, they'd get over it.

The bus was already there when they arrived, and they rushed to get on among the sea of people. Thankfully, they managed to board, but they couldn't sit anywhere. Why couldn't she just sleep?

The ride took a good hour, in which Ned and MJ had to poke her awake multiple times after she almost fell asleep standing up. From the bus they took the subway. Ned got off first, reminding her to call him later, which she hastily agreed to. She and MJ were left alone until their stop since their apartments were rather close. If she wasn't patrolling in the afternoon then they usually walked home together.

"This is our stop," MJ alerted her, grabbing her hand and leading her off. She blushed as she followed her, thankful of how mindful she was being of her injury. They walked up the stairs and continued on to the streets, which were dark and gleaming from the streetlights. Strangely, they walked straight past MJ's apartment.

"Hey, we just passed your..."

"I'm dropping you off," she responded curtly, and Penny noticed distractedly that she hadn't let go of her hand.

"Uhh, y'know I'm the superhero here, right?"

"The _injured_ superhero who needs to go to bed."

She started to protest, but they were already in front her apartment building. Michelle said a quick goodbye at the entrance and Penny went inside, more disappointed than she'd ever been that the elevator was broken. She groaned loudly in pure teenage angst.

Grudgingly, she took the stairs. When she _finally_ opened her door she was out of breath. Had there always been so many stairs? And who had broken the elevator anyway? Whatever, all she wanted to do was drop into her lumpy mattress. Unfortunately, she couldn't.

Penny headed towards the bathroom, stopping to grab some pajamas from her room (an overly large t-shirt with a dumb pun on it and pajama shorts), as well as place the glowy thing in her desk drawer, burying it under some notebooks and paper.

She locked the bathroom door and stripped out of her clothes that were beginning to stain from some leaking blood, ripping off the dissolving webs that had been hanging by a thread. She let out some weird noise between a yelp and a grunt when it tore at her skin.

Overall, it didn't look too bad. It was already scabbing with her skin marred in places and bleeding from a few small cuts that had yet to heal.

"Great," she muttered, stepping into the shower. She flinched when the water touched her still healing side, but forced herself to relax, just trying to make sure all the blood and dirt she had on her was washed off. It'd be kind of uncool if it got infected.

She then wrapped her wound messily and dried her hair, slipping into her pajamas and _finally_ collapsing in her bed. Her stomach rumbled only moments after she had flopped down on her mattress, but the teen refused to move. She'd rather die in her bed right now than move from underneath the warm covers.

Unfortunately, her phone rang.

She grabbed it groggily, pressing accept without looking at the name and putting it on speaker.

"Hey, Penny," Ned greeted, sounding much more chipper than she felt.

"Oh, hey, Ned. Um, not to be a bitch or anything, but why are you calling?"

"To ask you about everything! And, um, to see if you're doing okay. Are you tired or something?"

"Sorta," she mumbled, propping herself up using her elbows, "What do you want to know?"

They talked for about an hour in which she answered every one of Ned's questions as best she could, mindful to leave anything about Penelope Stark out. Which was absolutely crazy by the way. If she was alive, where had she been for the past eleven years? Maybe she worked for those guys who had attacked the place, or had just sat in a cell for a while? She hoped not, that sounded awful.

Ned's questions were an endless flurry, and the conversation only ended when Ned's mom told him to go to bed, which she was kind of grateful for. Penny placed her phone on her desk and fell asleep within moments.

She woke up a few hours later, crying from visions of blood and dead bodies clashed with a bright blue that screamed at her through a thick and ominous fog that ripped her away from someone that was holding her. She was confused at the despair she felt that mixed with her panic when she woke up, pulling at her hair as she struggled to breathe.

* * *

"Where is he? _Where_ is that son of a bitch?" Tony asked, finally finding his voice. He'd managed to calm down, mostly aided by Pepper, by the time they reached the Compound. His voice was still soft, as if he hadn't spoken in years, but it was dangerous and reeked of grief and fury.

"He's in the interrogation room in the Compound," Rhodey answered as Happy pulled them into the garage.

"When can we talk to him?" asked Pepper, grabbing Tony's hand comfortingly, though her voice was steely.

"I'm talking to him _now,"_ Tony replied before Rhodey could say anything. His friend gave him a look that clearly said 'don't you dare,' but there was no way he could stop him, this was his _daughter,_ the love of his life that he had failed before she'd even started school. He'd failed her enough already.

The moment Happy parked the car, he was throwing the door open and rushing inside. It was like tunnel vision. He needed to know, needed to know if his daughter was _really_ alive, where she was. He _needed_ to find his daughter. He couldn't take not knowing. It had been _eleven years_ of not knowing, of wondering sickeningly how she'd died, if she'd been in pain, what her reaction had been like when she'd woken up to find out that her father had abandoned her. That her protector had failed to protect her.

The billionaire tore down the halls, not stopping until he finally saw Steve and Bucky who were leaning against a wall opposite a door. They looked exhausted, but they perked up and came to attention when they heard his pounding footsteps, if a bit wary when he came to a stop in front of them.

"Where is he?" he demanded. Steve looked cautious when he answered him.

"He's just through those doors. He's awake, but Tony--"

He stomped through the door, ignoring Steve and his obnoxious righteousness. Natasha's bright red hair greeted him, as did the terrified face of the criminal, who had blood running down the side of his cheek from a shallow cut under his eye.

"Tony," greeted Nat, her voice cold and giving away nothing. Probably best for an interrogation, "Glad you could join us."

He nodded, and they set to work.

The man was Caiden Nelson, thirty-seven, from Chicago, Illinois. He had a record of thievery and possession of illegal weaponry. No social media presence, no record of family members. Tony didn't know if that meant he hadn't had a family or if that they'd died, but it didn't matter, not to him.

"Why should we believe you?" Natasha asked, leaning over the table threateningly. Tony noticed that Nelson was sweating, a bright sheen sitting on his face illuminated by the bright light ahead.

"I have information on her," he started, his throat bobbing as he swallowed nervously, "Not a lot, I wasn't part of the mission."

"Who was?" Tony inquired, leaning forward in his chair.

"Richard Parker. He's dead now, so there's no point looking for him." Natasha raised her eyebrow, and they exchanged glances. He could tell neither of them believed him. What if they couldn't believe him about anything? What if it was all a lie?

He swallowed down his doubts, letting Natasha take the lead. This was her forte after all.

"Start from the beginning."

"I want immunity," the man dared, and Tony actually laughed.

"Immunity?! Absolutely not," Tony said humorously.

"We can offer a reduced sentence, protective custody, and around the clock surveillance. You won't get hurt for giving up the information, but you will if you don't tell us," the Russian spy threatened, her voice so terrifyingly cold that it sent a tremor down his spine. Tony didn't know if he'd ever been more glad she was on his side.

The man accepted, though he looked nervous when he began.

"He--Richard Parker--was a former SHIELD agent. He was part of the group that took her, and he ended up taking her to New Mexico."

"New Mexico?" Tony asked, and a wave of fury returned. It was old, but had been an ever constant companion for the past eleven years, crashing over him as the news of where his daughter had been took hold. For some reason the new information, the information that technically wasn't _bad_ just made him more furious, igniting a familiar fury. It burned, yet it fueled him to find his daughter, or to at least know what had happened to her.

"We needed a discreet location, and we couldn't take her across international borders with you on our trail. SHIELD, the FBI, the CIA--they were up our asses too. So she was rebranded, given a new name and a new identity. Parker was supposed to pose as her father."

Tony slammed his hand on the table, fury and disgust coursing through him. Her father. _He_ was her father!

The man didn't flinch, just eyed him warily which was much different to the haughty expression he had held earlier when Tony was tied up, and Natasha gestured for him to continue.

"Um, well, she stayed with him for a couple of years, and Parker got called in to report at headquarters. He died in a plane crash on the way back."

"What happened to Penny?" Natasha asked.

"She was written into Parker's will, so she was given to her "aunt and uncle" in Queens," he said, finger quoting at 'aunt and uncle.' Nat nodded, while Tony got up to pace.

Queens. She was so close, had been for years.

"What's her new name?"

"Penelope Reilly Parker."

**Notes for the Chapter:**

> Hope that this helped everyone feel a bit better today during quarantine :-) Feel free to comment, I love reading and responding, and I'm also very lonely <3<3


	10. The Internship

"Tony."

He didn't look up at Pepper's voice as she stepped through the lab door, too enamored with the holographic screens in front of him. He'd been in the lab for a few hours by this point, collecting background information on 'Penelope Riley Parker.' He'd basically left after he'd gotten a name, letting Nat finish the interrogation, knowing she'd tell him anything important, or that he could just check the room's surveillance.

The billionaire had been on autopilot, his fingers flying across screens and keyboards as Friday hacked through adoption records, school reports, social media, and anything else he could get his hands on, feeling numb. He was stuck, stuck on the possibility that his little girl could be _alive._ That he might see her again, and that if he does, she won't be so little anymore.

Tony wasn't an optimist, he'd never been able to see the best in anything, but he just couldn't stop himself from following this possibly fake lead, from getting to believe in something for a few hours. Besides, he'd always been rather positive when anything came to Penny. She had just been too _good_ for it not to spread.

The first picture he'd found of her had been her school picture from last year (at Midtown Science and Technology, which he'd smiled faintly at), and he'd melted. Her hair was dark and bushy, like it had always been, and it cascaded past her shoulders. Freckles dotted her face, obscured by her rather large glasses. She'd needed glasses this whole time? Why hadn't he known that? He should've known that!

From there he'd delved into the rabbit hole that was her Instagram account, titled 'Penny4YourThots.' She did photography, which she was actually pretty good at, she was in Academic Decathlon, and she had cut her hair to her chin herself. He'd laughed weakly at her choppy and uneven hair and the caption, "I didn't think this through..." The next pic had shown her hair more styled and cut correctly with bangs, obviously cut by an actual stylist.

"Tony," Pepper tried again, now only a couple of feet away. Tony managed to drag his eyes away from the screens to meet her's, surprised to find her expression soft and pained.

"Yeah?"

"How's it going?" He laughed humorously.

"My mental state or my research?" he clarified as she pulled up a chair and sat down next to him.

"I'll stick with the research for now."

"Well, there _is_ a Penelope Riley Parker, and she fits the bill. Same age, similar looks, smart, adopted," he responded, listing off of his fingers, "I mean, it's almost too obvious."

Pepper furrowed her brows, meticulously looking through the photos he'd pulled up. She pursed her lips as she did, and he could tell that cogs were turning in her head as she tried to piece together how to handle everything.

"Do you think it's a trap? That Nelson, or Phoenix I guess, had her as a setup? That seems pretty far fetched though," she muttered the last part to herself.

"I don't know," he admitted. Penelope Parker seemed legit, like a perfect match, but what if it was just Phoenix's new way of hurting him, doubling down on him now that he was a superhero and part of the Avengers? It was aggravating, being so close and so uncertain, and he could tell Pepper was frustrated with it too.

"We need proof," she stated, pulling up her own screen and typing things up, "We can't take her without substantial evidence, even though we have pull. And it'd be better if this wasn't public, though we will need to get the police involved."

"But we need her here," he protested, leaning forward and resting his chin on her shoulder.

"I know, Tony," she bit back, pulling up some information of the September Foundation as well as Penelope's school records, "What if we offered her an internship? She's certainly smart enough."

"It'd look pretty suspicious if we just offered her one though. And what about May Parker?"

"We could offer it through her school, and make it so it doesn't require parental permission," the woman offered, "Who does May Parker pose as? Her mom?"

"Her aunt," he clarified, moving to open up the digital file he'd collected on her, "She's got a clean record. A nurse, no records of abuse or mental illnesses. She used to be married to Benjamin Parker, a former cop with an equally squeaky clean record."

"Former?"

"He died about six months ago. Gunshot wound." Pepper nodded.

"Do you think they're actually 'good' or that everything's been covered up?" she asked.

"It doesn't look like anything's been changed from an outside source," he responded, "But nothing's concrete."

They discussed details for a few more minutes, drawing up plans to get in contact with her. They ended up deciding to offer it to her school publicly, giving her the chance to enter so that it wouldn't look too direct. They'd send down an actual recruiter to make it look more official too. Pepper thought they should accept a couple of other interns to make it look less suspicious, which he wasn't super excited about. He wasn't exactly thrilled at the idea of a bunch of highschoolers just running around his building.

"Alright, everything should be ready to be sent out by next week," Pepper said, and Tony felt a small pang in his heart. Next week. It felt like it was an eternity away. But, really, what was one week to eleven years? Pepper squeezed his hand in comfort, giving him a kiss on the forehead, "It's going to be okay, honey."

"I know," he responded, feeling for once that maybe it actually would be, "I've got you."

* * *

Penny startled at the irritating sound of a bell, blinking in confusion to look at the source of the sound. Liz and Mr. Harrington were looking at her, and she blushed uncomfortably, realizing that she'd zoned out for the third time that practice. She'd been doing that a lot recently, unable to stop thinking about the Stark Expo, even though it had happened a week ago.

It had just been so exciting! And also terrifying. But still pretty cool. Her injuries had healed in a couple of days and she'd luckily managed to keep everything from May. Penny kept the comm Colonel Rhodes had given her on her at all times, often finding herself unable to stop touching it in her pocket. Ned had _freaked out_ when she'd showed it to him, and she'd freaked out with him.

"Penny," called Mr. Harrington, "Pay attention please! Need I remind you we've got a competition next week? And regionals are in less than a month?"

"Sorry, Mr. Harrington," she mumbled, "What was the question?"

"What is the most flexible metal?" Liz asked, reading off of one of her cards on the podium.

"Nitinol," she supplied easily, and they carried on.

Decathlon practice lasted close to another hour, with Liz drilling them relentlessly. She did her best to pay attention, and she felt she did a pretty good job, answering questions quickly. She caught a few nasty glances from Flash as he played on his phone, clearly miffed that he was being sat out.

"Stay for just a few more minutes please," Mr. Harrington called at the end of practice, stopping her, Ned, and MJ in their tracks as they headed for the door. He had a stack of papers in his hands, looking rather excited as he passed them out among the team, "We've been given a unique and special opportunity to represent our school."

"We do that all the time," commented Abraham as he took his paper, not looking at it. Penny snickered a little. Mr. Harrington had a tendency to over exaggerate things.

"What'd we say about the sass, young man?" he threatened, but there was no real bite to his tone.

"Three students are being offered a paid internship at Stark Industries," Liz took over, and everyone froze. Stark Industries? Like, an _actual_ internship at Stark Industries? "It's an application and open to everyone on the team. You need to prepare something for when the recruiter comes, as well as be prepared to answer some questions."

Everyone began muttering excitably between each other. Clearly everyone was going to try for one of those internships.

"Stark Industries!" whisper-yelled Ned, bouncing on his toes in excitement. Penny grinned, her excitement too hard to contain.

"I know!" she whispered back.

"The recruiter will be here next week, so if you want to apply, I would suggest going ahead and starting," Mr. Harrington advised, clapping his hands together, "Alright, you can go home now. And don't forget to study! Regionals are soon!"

Everyone spilled out of the gym and into the parking lot, a couple of students heading to their cars while most of them started walking. MJ caught up with her and Ned, though she didn't share their enthusiasm.

"What are you going to do for your presentation, Ned?" Penny asked.

"I thought I might make an AI, something simple like Siri or something." She hummed, nodding in approval, "What about you?"

"Maybe some kind of droid, with some basic AI or something. Like a roomba!"

"Are you sure this is a good idea?" asked MJ, raising an eyebrow at her.

"What d'you mean?" Penny asked.

"You just met Tony Stark last week, and suddenly his company is offering the school an internship? It doesn't seem like a coincidence, and even if it is, what if he recognizes you?"

Penny considered it for a moment. What if it _was_ some way to expose her as Spider-Woman? But why would they do that? They had a way to contact her, and surely they had better things to do than deal with a local vigilante.

"It's not like I'd actually run into Tony Stark if I got in," she said instead, "It's an internship, there's no way he'd be dealing with high school interns personally."

"It'd be cool though," Ned added, which she readily agreed to, making MJ roll her eyes.

"Besides, they could've like, arrested me at the Expo if they wanted to. Why would they go through all this trouble now?" she said, and MJ shrugged.

"You can't deny it's suspicious though," she countered. Penny nodded her head in acknowledgement, just to make her friend feel better.

They continued to chatter as they got on the city bus, discussing plans for their presentations the whole way. Even when she walked into her apartment by herself she was still thinking about it, her mind racing with equations and coding, itching to get to her desk and start writing. She'd need to go dumpster diving this weekend, try and get some parts.

"Hey, sweetie," May greeted when she walked through the door, "How was school?"

"It was good," she responded on instinct. She hesitated, not sure if she should tell May about the internship opportunity. May didn't know she'd been at the Expo last week, but she had seen the news the next morning, commenting, "See, the Avengers are trouble. It's a good thing you didn't go."

Well...the slip had never asked for parental permission, and besides, she should at least try out before May had the opportunity to tell her no, "I've got some homework to do, so."

"Well, I'm leaving for my shift in about an hour, d'you wanna have dinner first?" Penny eyed her in playful mistrust, wrinkling her nose. May laughed and shook her fist in false anger, "I ordered pizza."

Penny sighed dramatically in relief, draping herself against the wall, "Thank goodness!"

They shared the pepperoni pizza once it arrived, and Penny had to keep herself from eating more than two slices, sure that it was dinner for next night. They weren't poor, but things were tight and it would be impossible to feed her super metabolism, and really, it wasn't a problem, she was just always a little hungry.

May left as soon as she was done eating, giving Penny a kiss goodbye and a reminder to do her dishes, which she did, as well as putting everything up in the kitchen. When she finally sat down at her desk she pulled the Stark Industries application out of her bag, pouring over the details she had neglected when she'd been talking with Ned. It wasn't too complicated. She just needed to make something that _'_ _reflected her academic abilities and demonstrated her interest in the company'_ and to give _'proof of identification.'_

The next hour was filled with her using up an _entire_ pen, as well as half of a notebook, as she hastily scribbled diagrams, models, equations, and the beginnings of a basic AI. She only had a week, so it wasn't going to be a particularly good AI, probably one that just beeped and knew how to not run into things. She'd improve on it later, maybe make it like a pet or something since they weren't allowed any in the apartment. That'd be kinda cool, actually.

It was dark when she finally put everything down, and she looked out her window longingly. She'd fully healed since she got burnt at the Expo, but she hadn't had the time to repair her suit. She hadn't patrolled in forever, and not using all of her energy left her feeling itchy at night and unable to fall asleep. Unfortunately, she couldn't afford to go and buy everything she needed at the moment, so either she'd go out tomorrow in a ripped suit or she'd have to wait a little longer.

Maybe Ned had an old red sweatshirt she could use, he wouldn't mind letting her use it for her replacement suit. Heck, he'd probably be thrilled about it.

Letting out a pent up sigh she grabbed the SI form again, frowning a little at proof of identification. She didn't want to ask May, sure that she'd ask questions if Penny asked. So she googled what counted and headed to May's room to find the forms. Like her room, there was a little door on the ceiling that led to a small space that could _technically_ be counted as an attic.

The teenager simply stuck to the wall, opened the hatch, and crawled in. Sometimes her powers had practical uses.

It was dark and musty in the little attic, and she pulled at the collar of her shirt uncomfortably at the heat. There were a few boxes stacked around, so she set to work going through them. Only a few of them were labeled, so she ended up going through multiple boxes of clothes and one box of dead light bulbs, which was a bit of a weird thing for May to keep. She probably looked through boxes for ten minutes before she found something that piqued her interest.

There were a couple of photo albums, all bound by dark leather covers, laying stacked in the gray container. She took the first one out and flipped it open, and the smiling faces of her family when they were younger greeted her. There were photos of Dad, Ben, and May when they were a lot younger, some from high school but most in their twenties. There were also photos of Ben and May's wedding, and she smiled at their happy faces.

Strangely, she didn't see many photos of her mom in the album, maybe one or two. There were plenty of Dad though; at May and Ben's wedding, family gatherings, and just pictures of him in general. She didn't think she looked much like him, or much like Mom either. In fact, the only thing she shared with her dad was the fact that she had brown hair. His eyes were a really bright blue. She surfed through the book a bit more before she found one of her Mom and Dad together, putting it in her sweatshirt pocket.

Penny looked around more until she found some old statements that counted as Proof of Identification. Once she had the papers she climbed out of the attic and went back to her room. From there she filled out her form and stapled the papers she'd found in the attic on top, having to search around her apartment for the stapler as well.

She finally managed to fix everything together to turn in, though she obviously still had to make her robot. She put the photo of her parents on her bedside table and fell asleep promptly.

* * *

"Is this him?"

Penny looked up at the picture Ned had up on his computer. Wrong again.

"No," she replied, going back to her own computer at the library. They'd finally started looking for the men who'd been part of that deal she'd got caught up in forever ago.

They were going through pictures using a search algorithm that Ned had finally finished programming, which was part of why it had taken them so long to really start looking. Not that she was complaining. Besides, it wasn't the only reason it had taken them so long. Before, they'd barely had a lead, or leverage. But now they had the glowy thing, and the problem was _a lot_ bigger.

This wasn't just weapons on the street in the hands of a few people on the streets, it was clearly a huge operation, one that had enough resources and enough customers to attack the Avengers, and even do pretty well, at least for a little while. Honestly, the moment Iron Man had gotten his suit it had been downhill for those assholes.

"What about this one?" Ned asked.

"Nope," she responded. They'd probably been at this for close to two hours, sacrificing their time to work on their Stark Industries internship projects. Hers was almost done anyway. They searched for probably another hour and a half before they found one of the men. New York City was beyond huge, even though it had been narrowed down to who they'd been looking for.

The man was Aaron Davis, thirty-four years old and he had a criminal record. This was their lead. They had a lead!

"What do we do next?" Ned asked as they walked out of the library and to his apartment.

"We should track him," she answered, "I can interrogate him or something, we might get something about the dealings."

"What if he doesn't have information?"

"Maybe he can tell us how to set up a deal?" she suggested hesitantly, "Maybe we could offer the glowy thing or something? Catch them in the act?"

"This is gonna be complicated as hell."

* * *

"Are you nervous?" Ned asked as they stood in line. It had been a week since Mr. Harrington (Liz, really) had announced the Stark Internship opportunity. Penny had managed to keep it from May so far, which she was proud of. Then again, she'd managed to keep her powers hidden for about six months, so maybe she was better at secrets now. But it was no secret how nervous she was at the moment.

She had managed to put together her little droid, which currently sat in a cardboard box on the ground beside her. But was it enough? He couldn't do much, just kinda moved around and beeped at things. What if it wasn't good enough? She _really_ wanted this Internship. It had always been her dream to work at Stark Industries, and this would almost certainly guarantee her a spot at the company. Besides, it was paid, so she'd be able to help May out even more than she did at the Daily Bugle.

"I might cry, honestly," she responded to Ned playfully. Ned snorted a little at her comment. They'd been in line for probably twenty minutes and the line was only half done. There weren't too many people, just most of her decathlon team. MJ wasn't there, and neither were the other members who didn't specialize in science. Liz was there though, and she had finished with her interview. She hadn't told them anything, but she had helped those who were more nervous calm down, which was sweet of her.

"You'll do fine, Penny," Liz interjected, smiling. Penny blushed fiercely, not having noticed her approach them, "You're like, the smartest person I've ever met. You're definitely going to get it."

"Oh. I-I, um, thanks, Liz," she stuttered, her heart fluttering as she cursed herself for not being able to talk like a normal person, "I'm sure you'll get in, too."

"Thanks," Liz smiled, "My dad's waiting for me outside, so I'm going to go ahead and go. See you on Monday!"

"See you, Liz!" she said as the senior walked away. God she was so cool.

"Real smooth, Penny," Ned commented when Liz was out of earshot. Penny gave him a nasty look and a playful punch to his side. They talked a bit more about their projects until Ned was called in for his interview, which left her alone with her thoughts. Great.

"Hey, Penis."

Or maybe just Flash.

She didn't respond to him, just pulled out her phone and tried to ignore him by scrolling through Instagram. But Flash had never been one to take a hint and back off.

Her spider sense went off dimly before her phone was slapped out of her hand. She had to restrain herself from moving out of the way or from catching it, instead letting it crash to the ground. Her long time bully seemed to think it was hilarious that she had to kneel down to reach it instead of just bending over. She had worn a skirt today paired with a simple blouse to try and appear more professional.

"Y'know, I'm going to get an internship instead of you. They aren't looking for some reject off the street, they'll want someone with connections and... _caliber,_ " he said.

"Wow, did you just learn that word today?" she snarked. It was only Saturday morning and she was already done with his shit.

"Watch it, Parker," he warned, walking towards her threateningly. She backed up on instinct but kept her face cold and stony.

"Ms. Parker!" Both of them looked up at the woman's voice. It came from the classroom the recruiter was in, flowing through the open door as Ned walked out, looking nervous yet cheerful. Penny looked at Flash skittishly before grabbing her box off of the ground and heading into the classroom. Ned gave her a fist bump as she walked by him, which filled her with a bit more confidence than she had had earlier.

The woman who had called her name welcomed her with a smile and closed the door behind her. She pointed her to the other woman in the room sitting at one of the tables, telling her to go ahead and sit in the chair across from her.

Penny did so nervously, sitting in the seat and placing her box in her lap as the woman finished up some notes, not looking up. When she was done she looked up and greeted her with a smile.

"I'm Linda Monroe," she said, shaking Penny's hand, "It's nice to meet you, Penelope. Do you go by something else?"

"Penny," she answered quietly, clearing her throat, "Um, it's nice to meet you too, Ms. Monroe."

"Alright, we're going to start off with some questions, and then we'll move on to the presentation part, alright?"

Penny nodded and Ms. Monroe began firing out questions one after the other. Some were about science, which she answered with ease, and others were more personal. Why do you want this internship? What career do you want to pursue? What are some hobbies of yours? Just some general things. It only lasted a couple of minutes before she asked her to show her what was in the box.

"This is Luke," she said, placing him on the table and pressing his on button. He was small, probably reaching her knees, the bottom part of him was a disk surrounded by tire to provide grip. The head was a claw with a camera in the middle, attached to pieces of metal that were bolted to the middle of the disk part. Really, he was quite flexible and had an easy time moving around, "He's a droid with a simple AI. He knows how to not run into things and how to follow simple commands."

She nodded, making a note, "Can you demonstrate?"

"Sure." She placed him on the ground. Luke turned around to look at her curiously, letting out a couple of beeps. Penny grabbed a pen from her bag and passed it to Luke, who grabbed it with ease, "Throw the pen, Luke."

Luke did as she ordered, throwing it a good ten feet away. She then ordered him to retrieve the pen, which he did, placing it back in her hand. Penny gave him back the pen and put a piece of paper on the ground, telling him to draw a flower. It wasn't a particularly realistic looking flower, but it was a flower nonetheless, and Ms. Monroe seemed impressed.

"And how long did it take you to make this?" she asked.

"I started on him when we got the application for the internship. So, last Friday I guess."

Ms. Monroe wrote another note down, smiling a little, "Alright. Very impressive, Ms. Parker. Thank you for coming and you'll know on Monday. Your teacher Mr. Harrington will let you know if you got in."

"Thank you," Penny said, picking up Luke and putting him back in the box, who beeped at her happily, "Have a nice day, Ms. Monroe."

* * *

The next Monday after school the entire Decathlon team waited excitedly with bated breaths. They had to go through the entire practice until Mr. Harrington told them, however. Everyone was rather distracted and it wasn't really a productive practice, except for MJ who wiped the floor with everybody.

Finally, at the end of practice, Mr. Harrington called everyone together to announce the students who got into the internship.

"Alright, everyone did a wonderful job and I was told they were impressed with all your projects, but unfortunately only three spots were available," he started off, and Penny felt an anxious knot in her stomach as he spoke. She _really_ wanted to get in, "The students who got in are: Ned Leeds, Cindy Moon, and Penny Parker."

"Yes!!" Ned exclaimed, grabbing her in a big hug, "We got in! We got in!"

Cindy came and joined them, also jumping up and down excitedly. Mr. Harrington allowed them a few moments of excitement before interrupting them.

"You're to go in tomorrow to get registered," he said, handing them a badge each, "Those will get you into the building, but they'll give you more permanent ones once you're there. You'll get a tour tomorrow from a Mr. Harold Hogan, and you need to be at Stark towers by 4:15, okay?"

They all nodded in agreement, looking at their temporary badges eagerly. They were a plain white with their names engraved on them. What would their actual badges look like? Maybe they'd be red and gold like Iron Man!

"We're going to Stark Industries tomorrow, Ned!"

**Notes for the Chapter:**

> *GASP* SHE'S GOING TO STARK INDUSTRIES!!
> 
> I hope everyone's having a good quarantine and that you're following community guidelines, and that this chapter helps keep you from going insane. Feel free to comment and leave kudos (pls I love the attention and I'm so bored)


	11. Stark Industries

Tony made himself another coffee in the common room kitchen, sighing at the familiar, scorching beverage. He'd probably need another two or three cups before he was ready to do anything though. Maybe with some scotch mixed in.

The billionaire grabbed his mug and headed over to the rather large dinner table where the rest of his makeshift family were seated. Wanda and Vision had come back from Spain immediately after they'd heard what had happened, rushing back on the Quinjet they had taken to Madrid. Now they were at the table, along with the rest of the Avengers, for a team meeting. Scott had come along too.

He sat between Pepper and Rhodey, sipping his mug as he did. Steve looked at him almost pityingly from across the table, as if he was going insane or something. He wasn't, but it was a fair assumption.

Today was the first day of the high school internship, or HIP, as he was calling the program, and it was pretty stressful. He wasn't the only one stressed though, everyone was rather tense with one another, so Steve was making them sit down and talk about everything. They also hadn't really talked about everything that had happened at the Expo; how Phoenix had gotten in, the alien weapon industry that had apparently been growing right under their noses, and Spider-Woman.

As soon as he sat down Steve placed two manila folders on the table. One was labeled 'CLASSIFIED,' and he recognized it as Spider-Woman's folder gifted to them by Ross. The other one he had put together about Penelope and May Parker, which he had handed to Steve at his request.

"Can you pull up the Parker's information, Friday?" Steve requested, and suddenly two faces popped up from the table's hologram. Rhodey leaned forward in interest, eyeing Penelope Parker in barely concealed confusion and shock.

"How recent are these pictures?" he asked, and Tony raised an eyebrow in confusion. Rhodey looked uncharacteristically stressed at the moment.

"About a year. Her school hasn't retaken their new yearbook photos yet."

"Do you have a more recent one?" Now a little confused, he pulled up one of her Instagram photos on the hologram, with her short hair and the loss of her overly large glasses. Rhodey stared at her for a moment, his face wide open in shock and distress.

"She was at the expo," he admitted, and Tony felt his heart skip a beat.

"She was _WHAT!_ _?"_ the billionaire almost screamed. She had been there!? She had been caught up in all that!? Was she okay!?

"Where did you see her?" Natasha asked from across the table, cool and calm as always.

"I ran into her before everything went down. Literally. I think her friend was dragging her to look at something and we knocked each other over. I broke her camera," he admitted guiltily, "Damn, that would've been a good excuse for her to be here."

"Well, she's already on her way, so it doesn't really matter," Pepper commented, "But this could mean May Parker doesn't know who she might be."

Tony nodded thoughtfully, that was good. She wouldn't have let Penny go if she knew about their connection, which put Penny in less danger. Though that didn't completely rule out the possibility of Penny sneaking out, if she was his daughter she was bound to have a rebellious streak.

"That's good then," Steve said, "Does she have a record?"

"No," Tony responded, "She's squeaky clean."

The super soldier gestured for Tony to continue talking, which he did with reluctance.

"May Parker was the sister-in-law of Richard Parker before her husband died six months ago. Neither have records of violence, or anything really. Penelope Parker goes to Midtown Science and Technology, and she fits the bill to be my daughter _perfectly."_

"What if it's a trap?" Wanda asked in her thick accent, "I mean, this is almost too easy."

"We've considered it," he responded, "So I've accessed footage of areas she frequents. Her school, her apartment, her friend's apartment, and some sandwich shop in Queens. Friday will be constantly monitoring it in case anything suspicious happens."

"Is there anything we should know before she comes here?" Sam questioned. Pepper shook her head.

"Not really," she said, "Everyone just needs to stay away from her. She's a regular intern and we don't need to raise suspicions with her talking to Iron Man or Captain America."

"What do you mean _'Iron Man?'"_ he interjected heatedly. He wanted to see her! Maybe if he saw her, actually saw her, he'd know. He'd know if she was actually his daughter.

"Because I know you, Tony," Pepper countered, "You'll freak out, jump to conclusions. You don't even interact with interns! It'll look suspicious if you start now."

"But--"

He was cut off by Rhodey's hand on his shoulder. His friend looked at him sympathetically, with a look that perfectly understood how he felt. He couldn't see her, couldn't put her in any more danger than she already was in. If people started realizing that they had taken notice of her, if Phoenix realized Nelson had let something slip, they could lose her before they even had her.

"Fine," he consented, forcing himself to relax in his chair, "Let's move on then. We've got other problems."

"Yeah no kidding," Sam butt in sarcastically, "Like how we have to arrest Spider-Woman after she saved our asses."

"We need to ask Ross for an extension on bringing her in," Natasha interjected, "If we can bring the government's attention to these new weapons instead of Spider-Woman, we might be able to keep her out of being doomed on the Raft."

Steve nodded thoughtfully, "If we made her an official Avengers' consultant, we could offer her some kind of protection."

"She'd have to have very valuable information for that," Bucky spoke up for the first time. His voice was gravelly and his arms were crossed defensively. He was right. She'd have to have leads, possibly even names, as well as be a productive part of getting the weapons off the streets. Of course, this was all assuming that she would help, or that they could trust her.

It hadn't escaped him how she'd taken that blast for him, how eagerly she'd followed orders, and how they might not have won if she hadn't managed to free Sam and the rest of the Avengers respectively. But he'd been betrayed a fair few times. Not everyone was who they said they were, or how they presented themselves.

They'd just have to risk it.

"I think she might," Tony said, "Something that one of those assholes said about someone getting too close to their dealer's operation. There _are_ a few other vigilantes out there, but Spider-Woman's new and so are these weapons."

"Okay, so we've decided that we want Spider-Woman's help?" Steve clarified when no one objected. Tony nodded and slapped his hand on the table good-naturedly, getting up from his chair, "Where are you going?"

"If she's working with us, she's getting a proper suit, not that burnt up onesie."

* * *

Penny looked up from her phone when Ned tapped her on her shoulder. They were in his mom's car, who was giving them a ride to Stark Industries so they could get the tour and their badges. Mrs. Leeds had at first talked non stop about how excited she was for them, telling them how it was such a great opportunity and how she was so proud, how May must be so proud, which she had hastily agreed with.

She had wanted to tell May, she really had, but it just hadn't gone the way she'd wanted it to.

They'd sat down for dinner, and Penny had planned on telling her. She'd started at dinner that night, May had had to leave in less than twenty minutes, so she'd been eating the leftover Thai hurriedly.

"Hey, May?" she'd said nervously. She hadn't known how May was going to react, but she'd known that May _really_ didn't like the Avengers, and Tony Stark was on the top of her list.

"Yeah, sweetie?" her aunt had responded, shoveling another forkful of her food into her mouth.

"So, uh, there's this internship opportunity at our school, it was offered to our decathlon team, and I wanted to do it." May had immediately perked up, looking at her in interest. She'd always been encouraging her to take whatever opportunity she could and run with it, after all, college was expensive, and she'd take anything to get scholarships.

"Ooooo! Where is it? Oscorp? I remember you took a field trip there, right?" May had responded excitedly. Penny had fumbled with her hands underneath the table nervously, having to stop herself from tucking her hands under her armpits.

"Um, it's actually at...it's at Stark Industries," she'd muttered. May had frozen like a deer in the headlights, putting her fork down. Her eyes had grown hard in a way that Penny knew May was mad, and that she was in trouble.

"Penny," she'd sighed, "You know how I feel about Tony Stark."

"But it's _Stark Industries!"_ Penny had protested, "This is the best opportunity--"

"--The best opportunity to get hurt, or--or killed! That man is dangerous and an absolute asshole, Penny!"

"He's saved the world! _Twice!"_ Penny had countered, and she'd seen how May had been growing more frustrated, "And he's not an asshole! May I _really_ want this internship and--"

"--NO, PENNY!! YOU CAN'T APPLY!!" May had yelled, standing up from her chair and slamming her hands on the table. Penny had flinched hard, blinking back surprised tears. Like she had realized something, May collapsed back into her chair, putting her face in her hand and sighing deeply, "Great. Now _I'm_ the asshole."

Penny hadn't told her that she'd applied, and she certainly hadn't told her that she'd gotten in. Instead, she'd mumbled a quiet 'sorry' and May had left for work. She didn't know what she was going to do about her excuses for the internship, but at least it was only twice a week. She'd probably just go with her regular excuses and hope May wouldn't be suspicious now that she'd brought it up.

So now Mrs. Leeds was dropping them off at Stark Tower and Penny had told May that she and Ned were going to the library to work on a group project. May and Mrs. Leeds didn't talk that often anyway, so she should be in the clear.

"We're almost there," Ned told her when she pulled her earbuds out. She nodded and put her earbuds in her pocket. A few minutes later, Ned's mom was dropping them off and wishing them a wonderful day.

They walked into the building with no problem, swiping their cards at the door and spotting Cindy almost immediately. Penny didn't usually hang out with her, but she always seemed really nice, so she was happy to start. Honestly, Penny was just excited that it wasn't Flash who had gotten in.

Cindy was standing at the front desk, which was backed by a huge window showing the garden outside, it was ridiculous how big everything was. Beside her classmate was a tall and imposing man dressed in a black suit. He had a permanently stern expression that seemed to be stained onto his face and she instinctively dropped her step to walk a little behind Ned as his eyes drifted over her. Her senses weren't going off or anything, and she scolded herself for her idiocy, but she still didn't move from behind her friend.

"Is this everyone?" the man asked, though it didn't sound much like a question. They all nodded dumbly, "Alright. These are your badges. Do not lose them, only one reprint is allowed per intern, so keep up with them. You must wear them at all times when you're in the building, no exceptions," they nodded again as they clipped their badges to their shirts, which were a pleasant blue (decidedly not Iron Man themed). He nodded his approval and he waved for them to follow him.

"My name is Happy Hogan," she had to stop herself from snorting, both her and Ned glancing at each other discreetly. Who had given him _that_ name? "and I'm Head of Security here at Stark Industries. I oversee both the branches here in New York as well as our former headquarters in California."

They all piled into an extremely spacious elevator, Mr. Happy pushing the button to the seventh floor. She and her classmates watched the high tech screen in fascination as it gave a little ding when he pressed the button. This was the coolest elevator ever.

"Your badges give you access up to the twenty-fifth floor. You have to get permission from your superiors if you are to go any further. Understood?" they nodded as he explained their clearance. Twenty-five floors!! This was so awesome!

"What kind of work will we be doing here?" Cindy asked hesitantly, her hand raised half-heartedly.

"Whatever the scientists here need you to do," he responded, "I'm not in charge of your internship, so I'm not the one you should ask. My job is to lay down the ground rules and expectations. Speaking of which..."

He continued on for a few minutes about rules and consequences, they ended up getting off the elevator and he still kept going over everything. Appropriate clothing, phone usage, badges, who Friday was and what she did, no violence, badges, no wandering off, badges, listen to your superiors, badges. He _really_ liked badges. Penny started keeping a mental tally of how many times he said something about badges. If he talked for another ten minutes she bet he would say it thirty times.

Mr. Happy showed them through multiple labs, some which they weren't allowed to go in because they were doing something, to bathrooms, multiple on site nurse's offices, and even a large common room that had a kitchen and a small cafeteria. Apparently, their intern badges allowed them to get free meals, which she was excited for. The food smelled really good.

"This will be where you mainly work," Mr. Happy said as they walked into a lab bustling with other interns. It was a large room, and there were probably about ten other interns there. They all looked as though they were working on their own projects, or possibly for someone at the company. They were all college aged, and it hit her then just out of place she was, but at least she wasn't alone.

"Oh! The new interns!" came a voice from behind them. They turned to face the woman coming into the room, balancing multiple folders and boxes in her arms as the doors swung open for her. She looked like she would be a senior in college, with dreads pulled back into a loose bun and large round glasses resting low on her nose. She smiled at them cheerily, and Penny instantly liked her demeanor, "I forgot you were coming today. Sorry about that, Happy."

Mr. Happy grumbled out a response, but it didn't seem to phase the woman in front of him, who walked past them and placed all of her boxes on a desk in the front of the room. There was a nameplate on her desk that read 'Nadia White' and she assumed that it was her desk. Once she put everything down she came and shook everyone's hands.

"Hi, everybody! I'm Nadia and I'm the senior intern here. I hand out assignments, who you'll be working for for the week and just what you do here in general. If you have any questions or problems, you can come to me, okay?" They nodded and she pointed at Ned, "Name and where you want to go to college."

"Oh, um, Ned Leeds, and I want to go to MIT," he stammered out. She smiled and pointed at Cindy.

"I'm Cindy Moon and I want to go to Stanford," she answered easily, to which Nadia gave her a high five.

"I'm Penny Parker, and um, Columbia I guess?" Penny answered when Nadia pointed at her. The truth was that she wanted to go to MIT, but it wasn't in New York. May didn't want her to go out of state for college, stating that it would be more expensive, and it would be hard enough for her to afford to go to college here anyway. Besides, it was hard to be the friendly neighborhood Spider-Woman of New York from Massachusetts. Still, Nadia accepted her answer with a smile.

"Alright, has Happy gone over the rules and expectations for the company?" she asked, and they responded with mumbled "yes's." She didn't know if she could handle hearing about badges one more time, "Cool. We'll just go over lab rules then. Thank you for bringing them, Happy, I'll take it from here."

"Sure," he nodded, and he made eye contact with her, his expression going soft and welcoming for the first time, "If any of you needs anything, don't hesitate to ask me."

With that he turned and left, the door swinging out magically in front of him. Well, not magically, it was just sensors.

Nadia showed them around the lab enthusiastically, introducing them to the other interns, the different kinds of stations, as well as basic lab safety, which they already knew. Still, it was exciting. She wondered what she was going to work on first. Would she get to do her own project? Would she be assigned something? Would she get to work with someone outside of Ned or Cindy?

For today though, they were apparently only doing the tour and being shown their desks, which were fun. They were all next to each other, and they each had nameplates with their names printed on in all caps.

"The internship will be every Wednesday and Friday night," Nadia informed them as they got in the elevator again. Apparently they were only there to get the tour and would _actually_ start Wednesday, "I will hand you your assignments, and expect that you might be the ones ending up doing coffee runs a lot, since you're the freshest faces and all. I haven't been told exactly how long you'll be here for the internship, but I'm guessing it will end at the end of the semester, got it?"

"Will there be other internship opportunities?" Penny asked. She didn't know if she ever wanted to leave this building. It was huge and cool and amazing and the Avengers worked here. What if she met the Avengers!!! Well, she had, but as herself this time...what if they recognized her voice? Maybe she shouldn't meet them.

"I don't know," Nadia admitted, "You'd have to ask Tony Stark himself. He was the one who wanted HIP started."

Tony Stark had started this himself! How cool was that!?

"HIP?" Cindy asked, reigning in her attention.

"Highschool Internship Program," the woman clarified, "Mr. Stark loves his acronyms."

They all snorted. HIP. She loved that.

Nadia walked them out the door, double checked they all had their badges and anything they'd brought, and then bid them farewell.

"That was so cool!!" Ned exclaimed.

* * *

"D'you see him yet?" Ned asked in her ear. She was wearing normal clothes, as she had yet to fix her suit, but she had her comm in that she and Ned had made. They were looking out for Aaron Davis. She wasn't going to do anything, wasn't even going to ask him any questions. Penny needed her suit first to hide her identity, so at the moment they were just keeping an eye on him, seeing if he made any contact and if they had the right guy.

"No, Ned" she mumbled back, trying to look inconspicuous. She was hanging out on the street across from his apartment, and had been for nearly an hour. The tour at Stark Tower had ended a couple hours ago, and if she didn't want May to get suspicious then she was going to head home soon.

The teen heard her friend let out a sigh and she imagined him slumping back in his chair in front of his computer. At least he could do his homework.

Just then a man caught her attention from across the street. The night when she'd been dropped from the sky had been a blur, but this looked like the guy she'd seen that night. He had his phone up to his ear and he was heading towards his apartment, which was to be expected, people usually did that.

"Is that him? Oh my god that's him isn't it!?" Ned squealed in her ear, but she ignored him. She watched the man intently as he disappeared behind the doors of his building.

Well, that was that she supposed. She'd seen him, she'd identified him, and now she had to go home and make a new suit if she wanted to get anything done.

"Can I have your red sweatshirt?" she asked Ned as she turned down the street and began to head back to her apartment.

"Sure, I'll bring it to school tomorrow. OH! Should I go ahead and draw a spider on it?"

"Nah, it's good," she responded, laughing a little. Ned was an awful drawer. Well, so was she. Maybe MJ should draw it, "I'm gonna head home now. See you tomorrow."

Ned responded with his own quick goodbye and she began heading down the darkening street by herself. She hoisted her backpack on her shoulders a little higher, eventually managing to grab a bus and get dropped off a few blocks from her apartment.

Just as she was coming up on her apartment she felt the hairs on the back of her neck prick up. She stopped in her tracks, looking around a little wildly. Was someone following her?

Looking around the streets solidified that, no, there was nobody there, save for an old woman at the end of the street. But why did she feel like she was being watched?

Penny allowed herself a moment to feel out her senses. They were crazy, and sometimes a little unreliable, but as they pointed her at a camera across the street, she felt pretty confident. She stared straight at the camera that felt like it was staring back.

She'd never felt this kind of way around that camera. Had it always been there? Why would there just be a camera there all of the sudden? She stared at it for a few minutes before shrugging and heading into the building, formulating lies and excuses to give May about what she had done that day.

**Notes for the Chapter:**

> Hey nerds! Hope everyone's having a good time not doing anything. I've been reading some Spider-Man comics I got FOREVER ago but never really picked up, so that's fun. I hope you enjoyed the chapter!! Tell me what you think <3<3


	12. The Coffee Maker

Tony reached for his mug as the music blared deafeningly loud from the speakers in his lab, disappointed to find it empty, only a few cold drops hanging insistently in the mug. He'd been on one of his stress-creation runs, which he hadn't had for a while, probably since 2013. He'd been up for a straight day and a half working. To be fair though, the project was really interesting and a lot of fun.

Sighing, he got up from his chair and headed over to the fancy coffee maker that sat in his little kitchen section of the lab. DUM-E was sitting there sweeping a broom uselessly, and Tony gave him a pat on the head, which DUM-E responded to with a couple of beeps.

"Fire up the coffee maker, Fri," he ordered his AI, waiting for the machine to light up when he put the grounds in. It never did, "Friday?"

"Ms. Potts' coffee protocol limits me from making any more coffee for you due to how long you've been in the lab without leaving," she responded, sounding a little smug.

"How am I supposed to keep working then?"

"I believe the point of the protocol is to keep you from working, sir." Damn the sass on that AI. Instead, he grabbed his mug and headed out the doors of his lab and into the elevator, the sound of rock music disappearing behind him.

"Nearest coffee machine," he ordered. He was getting that coffee if it was the last thing he did.

The elevator dropped him off at some random floor that was rather empty. There were a few people milling about at tables, generally with food and a laptop set up. He guessed that this was the intern common floor, where they'd do coffee runs, eat, and exchange ideas. It was pretty comfortable looking, with expensive couches and unbelievably white tables, as well as some vending machines.

Nobody looked up as he exited the elevator and walked across the room, all much too absorbed in what they were doing to notice him, which he was just fine with. He headed to the kitchen part of the room that was placed in the corner, internally groaning at the sight of someone already there. Whatever, he could handle one person.

He walked into the open concept kitchen and leaned against the counter opposite the short woman who had yet to notice him, watching as she struggled with the coffee machine, which beeped loudly at her as she pushed a wrong button.

"Dammit!" she muttered to herself, "How the fuck does this thing work?"

"It might help to put the top on," he commented helpfully. She spun around so fast it made him flinch. He nearly dropped his cup in shock as they made eye contact, his heart feeling like it had given out and leapt to his throat, making him unable to speak.

Penny was just, and nothing, like the photos. She had the same wide eyes that were surrounded by freckles, and the same short, curly brown hair that tickled her chin. But seeing her in person was so much different.

Her hair seemed to be constantly trying to stick out in all directions, being stuck down by some hair gel that only barely kept it in place. Her eyes were so bright, the exact shade as his (were they? or was he just getting his hopes up?), and filled with awe. He towered over her by almost an entire foot, which was a little amusing to him. She recovered from her shock first, tucking a strand of hair behind her ear nervously, which immediately fell back.

"Oh, um...hi, Mr. Stark," she said nervously. Tony shook himself mentally. He couldn't raise any suspicion about Penny, he couldn't put her in danger.

"Just 'Tony,' kid. Mr. Stark was my father," he responded, putting a lot of gusto into his voice to disguise his nervousness. He almost gagged when she called him Mr. Stark. It just felt...wrong, "You having trouble with the coffee machine?"

"Oh, yeah. I'm doing a coffee run for the other interns," she explained, her cheeks heating up, "I've never made coffee before, and this one's kinda really complicated."

He chuckled a little. The coffee machine was a very expensive one and must look pretty daunting to someone who didn't regularly use one. Tony placed his mug down and joined her by the machine, noticing painfully how she tensed the closer she got. Why?

"Here, I'll teach you what to do," he offered. Penny blushed even harder and gave him a timid look.

"You don't have to do that, sir. I can figure it out," she stammered. He winced at the 'sir.'

"It's alright. I'm happy to help, really."

"I--thank you then. I'm Penny by the way," she held out her hand, which he shook hesitantly, surprised by her strong grip. She suddenly looked horrified, making Tony's heart skip a beat, "Oh--I'm so sorry, that must be weird."

"No, no it's okay, kid," he responded, swallowing and trying to keep his cool, "It's just your name, nothing to be sorry about."

She finally accepted his help with a guilty smile and he showed her what to do. He refilled the pot with water and showed her where to put the expensive coffee grounds. That part was easy, though admittedly the buttons were rather confusing. They weren't labeled and it took him a couple of tries to figure out the correct combination. What was even the point of paying so much for a coffee maker if it was this complicated?

"Thank you, Mr. Stark," Penny said when the machine started. He leaned against the counter casually, trying to calm his pounding heart as they waited for the coffee to be brewed.

"Tony," he corrected again.

"Oh, uh, thank you, Tony," she amended, wrinkling her nose adorably when she said his name, like it was weird to call him by his first name. Technically, given their supposed connection, it was weird, but she didn't know that. He wished he could tell her, that he could take her up to his penthouse in the tower and just...hug her. Just be with her and pretend like the past decade had never happened, like he hadn't failed her over and over again.

"No problem, kid," a moment, "How are you liking the internship? You started, what, a week ago?" he said, as if he didn't know exactly when this girl had first entered his building down to the second. Penny, however, brightened when he mentioned it.

"It's really fascinating, Mr. Stark!" she exclaimed. Okay, so maybe being called Tony was a lost cause, "Everyone's so nice and everything here is so cool! I've been working on the CATS project with Dr. Clark."

Tony nodded in interest. He didn't remember who Dr. Clark was, but he did remember approving the CATS project (Calming All Those with Seizures). It was one meant to calm down people after they'd had seizures, generally with soothing sounds and touches. They were specifically experimenting what the purr of cats did to the brain and its effects in calming people down. He hadn't checked in with the project recently, but he was glad to hear that Penny was having a good time.

"That's good to hear, kid. Think you want to follow a career in neuroscience?"

"Oh, uh..." her jitteriness returned and he was afraid he had done something wrong, "I don't know. I've thought about biochemics and engineering, but I haven't decided yet."

Tony smiled kindly at her, which seemed to put her more at ease.

"Well, you'd be a good fit here regardless." What was he doing!? Chances were she'd be CEO here, not a scientist! But it sounded normal, like something you'd say to a budding scientist that interned at your company, "What about college?"

"I want to go to Columbia," she squirmed, which made Tony frown a little. Columbia was _okay_ , but MIT was obviously superior. But that wasn't the problem. She seemed uncomfortable when she said it, looking away and overall just being shifty. Okay, so fact #1 about Penny: She was an awful liar. Fact #2: She didn't want to go to Columbia, but for some reason felt the need to say she did.

He was about to respond when the coffee machine beeped loudly, catching their attention. Penny looked at him questioningly for a moment, and he gestured at her to take it.

"Go ahead, kid. Take what you need, I'll get the next batch."

"But--"

"Just take the coffee, kid."

"I--thank you, Mr. Stark," she said. Penny grabbed the pot and poured it into six cups, which she placed in a cup holder, looking incredibly guilty about it. He smiled a little at that, finding it funny that she was a bit upset that he didn't get the coffee first. Once she had everything situated, she turned to thank him, "Thank you for teaching me to make coffee, Mr. Stark. It was really nice to meet you."

 _No, not meet,_ he thought, _Fingers crossed, we've met before._

"Sure, no problem, Penny," he said instead, "And I'd give MIT a thought about college if I were you."

"Okay, Mr. Stark," she smiled at him sweetly, and he almost melted. She was adorable, with her big brown eyes and her puffy hair, she looked like a much younger version of his mother. But her smile, it was Mary's. He'd been wrong when he'd thought he was never going to see that smile again, it lived on right in front of him.

Penny walked away and disappeared around a corner, and he had to force himself to not watch her the whole way, instead turning back to the machine to make another batch of coffee. Once he had his mug of black coffee he headed back to his lab, managing to sneak past the interns without getting noticed. He expected the familiar tunes of AC/DC to greet him when the elevator door opened, but the lovely face of his angry fiancée did instead.

"--yes, I'm going to have to call you back. Thank you, bye." she said into her earpiece when she saw him. Yep. He was in trouble.

"Hey, Pep. What're you doing here?"

"Really? What am _I_ doing here? What were _you_ doing on the intern floor talking to Penny!" she demanded angrily.

"It wasn't my fault, Pep. _You_ turned my coffee off, _I_ went to get more coffee, _she_ was getting coffee; really this is your fault if you think about it."

"This isn't a _joke_ , Tony. If someone saw you talking to her, someone that knew--or even someone that just got suspicious--we might _never_ see her again! And she might not even be the right Penny! What if we put some random girl in danger because of false information and our inability to treat this professionally!?"

"I know, I know!" he responded, putting his hands in the air defensively, "I _know,_ Pep! But I really didn't mean to, I just--ran into her."

He walked further into his lab and sat on his desk, putting his hand over his face. He'd been so caught up in the fact that he'd met her that he hadn't realized just how bad that could be. He didn't think anyone saw him, and it was going to stay that way. He'd delete the footage, maybe put in his private folder about his daughter.

Was she though? What if she wasn't and he was just imagining? Now that he wasn't with her, the confidence he'd felt was gone. Those brown eyes were no longer the same as his, they were just brown. She didn't look like the spitting image of his late mother, she looked like a pretty young girl.

As if sensing his anguish, and she probably was, Pepper sat down on the table next to him, gently taking his hand and clasping it in her own. Tony let her, never able to resist her. He leaned on her gently, their heads knocking together lightly.

"What was she like?" Pepper asked softly, her voice a whisper against his ear. God, where to begin?

"She was so sweet, Pep," he started, "I told her to call me Tony like, twenty times, and she still kept bouncing back to 'Mr. Stark.' And y'know, I don't know if I believe she's my kid anymore. She said she'd _never_ had coffee before! I had to teach her how to use the machine. I mean, that is just _not_ the Stark Way, Pep!"

He felt Pepper smile and shake her head against him, which made him turn and bump his nose into hers. She was so beautiful, with her soft smile and kind eyes that never failed to light up his life. Her hair cascaded to her shoulders, all shiny and soft. They sat in each other's light for a few minutes, just enjoying the moments they had together until he finally broke the silence.

"When do we get to know? To _really_ know?" he asked her.

"The DNA project should be sent out in two weeks with the instructions to keep the results in the Intern Lab. We'll know by next Wednesday, Tony. Just two more weeks."

Just two more weeks. And what was two weeks to eleven years?

_It was forever._

* * *

Spider-Woman leaped over a roof and landed heavily on another building, rolling into a flip and springing onto her feet with an overload of energy. She'd finally managed to put her new suit back together, and though the old sweatshirt of Ned's was a bit too big on her, it still did its job. Now Penny was finally back to patrolling, though she guessed she wouldn't be as often, her internship at Stark Industries capturing a lot of her attention, which was literally the coolest part of her life, including being Spider-Woman.

For example, she'd met Tony Stark yesterday. Well, for the second time, but she doubted he knew that. He'd seemed pretty surprised when she'd turned around, but maybe it was just because she looked so young? She was older than Ned but she had a very young face. She probably looked all of twelve, which was frustrating.

Anyway, to sum things up: she looked young as fuck, she'd met Tony Stark twice now, and she was patrolling again, which was actually going quite well. So far she'd caught two car thieves, a pickpocket, and had done some flips for a group of kids she'd found. It was only 6:00, so she had a few hours before she had to head home and start doing her homework. Ned, unfortunately, wasn't in her ear today, having to have dinner with his family, though he would reconnect in about an hour.

Penny stopped on a street lamp in a rather empty street to listen for anything. Usually she'd find something on a quieter street where people were more likely to try something without the prying eyes of other decent human beings. There was a small mechanical whine that made her shake her head in annoyance, but a small scuffle followed by a muted crash caught her attention at the end of the street, which she immediately started towards, ignoring the whine.

There was a man and a woman, who was struggling harshly to get away from the man, but she must've been drugged or something because she could barely make any actual noise and her movements were sluggish. He was whispering to her threateningly, telling her to shut up. Spider-Woman's goggles narrowed in time with her eyes as she snuck up behind the pair. Just as the woman spotted her, Penny threw out her arms and webbed the man's wrists, pulling him away from the woman and towards her.

The woman stumbled immediately, falling against the dumpster behind her, while the man jerked back towards the young superhero. His eyes widened in surprise as he caught sight of her, but before he could make a move she had punched him in the face harshly. He stumbled back a little, grasping his head. Clearly Penny still hadn't mastered that 'one-hit-knockout-thing' yet.

"What the fuck!?" the man practically screamed, "Don't touch me you bitch!!!"

"Why don't you not touch her, asshole!?" she shouted back, trying to keep herself from yelling but unable to stop the anger from seeping into her voice, or the angry tears. She leaped off the wall and hit him in the face again, then punched him one more time for good measure, finally knocking him out. She webbed him to the floor and turned to the woman, who was still pretty out of it.

"Ma'am?" Penny asked, stepping forward. The woman looked at her groggily, "Are you okay?" It was a stupid question, but the woman nodded her head nonetheless. Thankfully, the woman had her phone on her and called the police, who didn't arrive for about ten minutes. Penny stayed with the woman, Hannah, until she heard the sirens, which drowned out the mechanical whine that still hadn't stopped.

Was this it? Was she finally going crazy? Some annoying whine in her ear would be the end of her?

Ignoring herself, she jumped a few streets over, making sure to get out of the view of the police, who weren't exactly friendly with her. Well, a couple of them had been pretty cool, thanking her and looking the other way when she swung away, which was nice. May would literally kill her if she got arrested.

Penny landed on top of a building, shaking her head at the still loud whining, and decided to take a breather, or to try and figure out what that sound was.

It was familiar, and it was growing louder still, making her wonder if it'd ever stop. She cocked her head as she tried to pinpoint it, swiveling in an effort to know which direction. She turned as it swarmed her, gasping as the source of the noise clanked down in front of her.

"Hey kid," greeted the robotic voice of Iron Man. She stared at him for a few moments, her mouth agape (not that he could tell) before snapping out of her stupor.

"I-um, hello, Mr. Stark," she stuttered, clearing her throat. So this wasn't great. If he kept running into Spider-Woman and Penny Parker he was bound to notice how similar they sounded at some point. She just had to hope she didn't run into him again at Stark Industries. Besides, why would he remember some random kid's voice?

The billionaire stepped out of the armor, dressed in a signature blazer with a cat shirt and tinted glasses. He grabbed a case from his suit's hand, which he'd apparently just been flying around with.

"That's my name, kid," he joked, "Though I do remember telling you to call me Tony. How's Queens been?"

"Oh! It's uh, the same as always I guess," she answered, unsure how to answer. Did he want something? There was no way Iron Man would come all the way to Queens just to chat.

"Good to hear. Any more alien deals popping up?" Oh. The Expo. Yeah, she could work with that.

"I've got a couple of leads," she admitted, "I only found my first deal a week before your Expo, but I've seen the weapons on the streets for a couple of months."

"Good to hear I guess," he said, though more to himself, "Listen, kid, I gotta ask. Why are you doing this? What's your MO? What gets you out of bed and into that onesie in the morning?"

"It's not a onesie," she muttered, and he smiled dryly. She cleared her throat again, realizing he was still waiting on an answer, suddenly going serious, "I'm...I'm not normal, and I can't pretend like I am...I--I tried at first, to just move on with these powers like I didn't have them, but, when...when you can do the things I can do, and you don't, and _then_ the bad things happen...they happen because of you."

He looked serious as he spoke, almost leaning in a little bit to show that he was listening. His eyes spoke of understanding, like he got how she couldn't just _not_ be a superhero, why she was constantly trying to do her part, even if it sometimes only meant helping an old man with his groceries.

"Right, so you want to clean up the streets, make the world the world a better place and all that?"

"Yeah, yeah," she agreed, bobbing her head, "Just looking out for the little guy."

"Well then," he said, his signature paparazzi smile taking over his face as he held out the silver case. She took it hesitantly, grabbing the latch, surprised by how heavy it was, not that it was too much for her, "You'll need a proper suit if you want to help the Avengers take down an illegal weaponry operation."

She jerked her head at him in surprise, her lenses widening comically. Mr. Stark nodded at the case she was holding, which she then placed on the ground and opened with the click of a button.

"Woah," she breathed. The suit was a bright red and muted blue, folded neatly with diagrams of the whole suit and its functions shining on the sides of the suitcase. But the eyes were the coolest part, they were narrowed and quite possibly the coolest thing she'd ever seen. She had to stop herself from gushing over the suit too hard, though she couldn't stop herself completely.

"Oh my--is this--it's so cool! The _eyes,_ the eyes are so cool!!! I don't-- _wow!"_ she finally looked up at Mr. Stark from where she was crouched in front of the suit to find him smiling down at her. He moved to crouch across from her, his joints popping as he did.

"I take it you like it," he said jokingly. She nodded enthusiastically, "It, unfortunately, doesn't come with webs, since I couldn't figure out that formula of yours, but it does have vials and webshooters ready for you whenever you make some. Who manufactured that by the way?" he nodded at her wrists where her webshooters were fitted snugly.

"I did," she answered, feeling a bit bashful. Tony Stark hadn't been able to break down her formula! How cool was that!?

"Looks like you're more than just brawn then," he commented, pressing a button on the suitcase that folded it back up. He stood up, and she did too, grabbing the case as she did, "You got a name?"

She hesitated for a moment. If she had been older she would've gladly told him, she was a little surprised he didn't already know, but there was no way he'd let her keep the suit if he knew she'd only turned fifteen a few weeks ago. Hell, she didn't know if he'd let her continue to be a superhero. And telling him her first name would be awkward and suspicious, considering he'd just met a girl that day that also shared his dead daughter's name.

"Spider-Woman," she finally answered, which he sniffed at.

"Fine then. We'll keep the secret identity for now, but the offer still stands. We have tech and you have information, you in?"

"Of course!" she answered simply, unable to keep her voice from wavering from her excitement.

"Great, get to know the suit, we'll call when we need you."

He stepped back into his suit, gave her a wave, and then flew off in the direction of Avengers Tower.

_Awesome._

* * *

Penny sat on the ceiling of the parking garage waiting for her lead to appear, shifting uneasily in her new suit, which was literally the coolest thing she'd ever laid eyes on. She'd taken it back to Ned's apartment, glad to find he was done with his family dinner, where they'd gushed over it for a complete twenty minutes before plugging it into his computer so that he could access the camera.

From there they'd decided that they were ready to interrogate Aaron Davis, so she'd spent the rest of the night getting used to her new suit which fit like a glove before they interrogated him tomorrow on Sunday. Well, it was tomorrow now, and she was waiting for the man to finish up grocery shopping so she could get an _actual_ lead. Ned chattered in her ear absentmindedly, though she didn't respond, instead keeping an eye out.

She waited in a rafter by his car for probably another fifteen minutes before she finally saw him, shushing Ned. He was carrying a few bags, which he placed on the truck of his car. Seeing an opportunity, she webbed his hand to where it was on the car and dropped down in front of him.

"Shit!" he gasped, stumbling back in surprise. Good, so the intimidation thing worked, "Why'd you do that, man?" or maybe not. He was now looking at her rather unimpressed, gesturing to where his hand was stuck. She swallowed and tried to sound confident.

"You have information and you're going to give it to me," Spider-Woman demanded, though she didn't sound as confident as she'd hoped, more just loud. Aaron raised an eyebrow at her.

"What's with the new suit? You get an upgrade or something?" he asked nonchalantly while he put his groceries in the car, as if what she was wearing now wasn't infinitely better than the suit she'd had when they'd met. Well, when she'd interrupted his deal and almost gotten him killed. But he wasn't dead, so.

"Come on man, who is selling these weapons?" she said, hoping she sounded threatening, "Come on, I need names! Or else!"

He slammed the trunk shut with a loud _crash_ that made her stumble back in surprise. He had a smirk on his face as he looked at her.

"You ain't ever done this before, have you?" he asked, though it wasn't really a question. Great, so she'd completely blown it already.

"Look, man, these guys are selling weapons that are crazy dangerous. They can't just be out on the streets. Look, if one of them can just rob Delmar's bodega in less than five minutes--"

"--You know Delmar's?" he asked, suddenly interested.

"Yeah," she responded, "Best sandwich shop in Queens."

"Sub Haven's pretty good."

"Too much bread."

"I like bread," he countered. Was she really having an argument about sandwiches with a criminal?

"Come on man, please," she basically begged, but she was met with a blank stare. Disappointment welled up in her chest as she turned to leave, muttering to Ned about how stupid it had been.

"Wait!"

She turned as he called her back, glaring at him as he looked around the parking garage nervously.

"The other night, you told that dude, "If you're going to shoot somebody, shoot me." It's pretty ballsy. I don't want those weapons in this neighborhood. I got a nephew who live here," he finally said, and she walked back over to him.

"Who are these guys? What can you tell me about the guy with the wings? Or their deals with Phoenix?"

"Not much," he admitted, and she sighed, leaning her head on his car, "But I know where he's gonna be."

"Oh! YES! Thank you so much!" she turned to leave only making it a few steps before he called her back.

"I didn't tell you where they were gonna be yet?" Ned snickered in her ear at her.

"Oh, yeah, of course. Silly, my bad," she leaned on the car, waiting eagerly and trying to hide her embarrassment.

"Can I give you some advice?" she hummed, "This part of the job, you gotta get better at it."

"I don't understand, I'm intimidating," she crossed her arms and he gave her a 'really' look.

"Maryland, by the abandoned gas station on Route I-295, in one week."

"Okay, great," Maryland, how was she going to get there? Still, a lead! She began walking away from the man, "Hey, that's gonna dissolve in two hours."

"No! No, no, no, no. Come and fix this!"

"Two hours! You deserve that!"

"I've got ice cream in here!" he protested.

"You deserve that. You're a criminal. Bye, Mr. Criminal!" She got to the edge of the garage, swung off and headed back to Queens, Ned chattering excitedly in her ear. She swung for a few minutes, not sure if she wanted to patrol for the rest of the day or if she should try and figure out more about her lead.

"How are we going to get to Maryland?" she asked suddenly.

"Regionals?" Ned suggested, "It'd be a bit out, but it'd be close by."

Welp, regionals it is.

**Notes for the Chapter:**

> Hey guys! Hope you're all having a great quarantine, as usual! I've eaten so much sugar I've got sores in my mouth, but have I stopped eating sugar? NO! Anyway, I hope you liked the chapter, and tell me what you think!! <3


	13. Washington D.C.

**Notes for the Chapter:**

> God, this is the longest chapter I've ever written, sorry it's so long guys, but I didn't want to extend it into two chapters and it felt weird breaking it up when you already know the outcome, so. Also, I just REALLY want to get to the reunion scene, so I felt you wouldn't appreciated having to wait an extra week.

Tony walked into the Avengers conference room, a few minutes late per usual, with a coffee in hand. The slightly annoyed faces of his colleagues greeted him as he walked through the door, as well as the much more annoyed face of constant-thorn-in-his-side Thaddeus Ross. Thomas Williams stood by him, giving Tony a friendly smile as he walked in. They glowed a bright blue, their holograms being almost washed out by the light streaming in through the window-wall.

"Stark," Ross greeted, his voice cold, "Have you ever heard of coming to a meeting on time?"

"No, I actually haven't, but please enlighten me," Tony responded sarcastically, which earned him a glare from the Secretary of State.

"I think getting to the actual meeting would be more beneficial," Williams broke in, pushing his glasses back into place. Grumbling, Tony sat down at the table next to Rhodey, "We understand that you have some...opinions on Spider-Girl that don't coincide with the UN's order for her arrest."

"She's not the terrifying vigilante you've made her out to be," Steve responded, not bothering to correct them on Spider-Woman's name, "And she also helped us at the Expo. A lot of lives could've been lost if it wasn't for her."

"Maybe so," Ross said, "But that wasn't a public deal, and that doesn't change the fact that she _is_ breaking the law, or that the UN has made a decision."

"What if we made a new deal?" Tony asked, "The alien weapons are clearly the bigger threat, and Spider-Woman is already working to take them down. If we can take them down, with her help, could we cut her a deal?"

Technically, Tony had already offered for Spider-Woman to work with them, but they didn't know that. He didn't know what they'd do if they were still ordered to arrest her. Maybe he'd put her in a safe house and feign ignorance, but already knowing that she was willing to help would definitely help things move along.

Williams looked intrigued at his proposition though, putting his chin in his hand thoughtfully, "How long would this take?"

"It could take a while," Rhodey started, looking hesitant. They had all decided, after plenty of arguing, that they needed to brief Ross and the UN ambassador on the Penny Stark Situation, not that they really wanted to. But, she was high profile, her case was dangerous, and it would affect the Avengers however he approached it. Her appearance, and her coming to live with him, would cause everything to slow down, or possibly even come to a halt, especially in the 'arresting a superhero that doesn't need to be arrested department.'

"We learned some shocking information from one of the members of Phoenix at the Expo," Natasha said, taking over for Rhodey, "Penelope Stark might be alive, and we might know where she is."

Ross' face morphed into one of complete shock, his eyebrows raising he looked at Tony. Williams also looked completely out of it at the new information, but he recovered more quickly, looking sympathetic. The room was silent for a moment as the information sunk in, Ross' expression turning from shocked to his usual resting bitch face.

"So what does that have to do with Spider-Woman?" he asked sharply, and Tony felt annoyance prickle in his chest. Could this guy not be an asshole for one minute?

"It means that things will be moving slowly," he responded, bite in his voice, "I'm trying to get my daughter back, and Spider-Woman hasn't even come close to killing anyone, so she's not my priority; Penny is."

"How far will it be set back?" Ross asked, crossing his arms, his expression impatient.

"Could be weeks, could be months," Steve said, "We'll be cementing plans and getting Penny here by next week if everything goes according to plan."

Williams nodded, seemingly agreeing with them about their priorities, which Tony appreciated grudgingly.

"What kind of deal are we talking about?" Williams asked, "She will still need to comply with the Accords as they are, but we could acquit her of her current charges."

"Would she have to be an Avenger?" Sam asked, looking concerned.

"No," Ross said much too sharply. He took a moment to collect himself, strolling around the room leisurely, "She's a vigilante and she will be treated as such. Unless she is able to produce results, her arrest will still be required of you."

"And if she doesn't?" Wanda asked, speaking up for the first time. Her voice was soft and dangerous, and she glared at Ross cautiously. Ross smiled almost wickedly.

"I'm afraid that that isn't your concern, but something will be worked out for her," he turned back to Steve, "Your due date will be extended, as your mission has changed, but I want constant updates, and this better be worth my time."

Ross hung up, his glowing blue form disappearing, but Williams stayed behind, looking at where Ross had disappeared in annoyance. Tony got the feeling that the Avengers weren't the only people who hated the Secretary of State.

"I'll try and get you as much time as you need," he started, startling the occupants of the room. Nobody knew Williams that well, hadn't even recognized him when he'd been dragged into his tower by Ross a few weeks ago, but Tony wished he had sooner. The man was clearly on their side, and he made a personal note to try to get to know him better. They need every inch they could get to rid the world of the oppressive Sokovia Accords, "I'm sure this recent...development, has caused some stress, so I'll do my best to keep him off your back. Between you and me, the Accords have lost a lot of support, so he's trying to get results with Spider-Woman. He arrests her; it's a win. She helps confiscate illegal weaponry; it's a win, as long as he gets the credit, which he will."

"Is there any way to keep him from getting a win at all?" Tony snarked, which Williams smiled at appreciatively.

"I'm afraid not, but if you come up with anything, give me a call," with a friendly wave the man left, disappearing just as Ross had done minutes before. Tony spun his chair childishly, running a hand through his hair.

"He seemed actually helpful," Sam remarked, to which the room responded with small murmurs of agreement.

"Why?" Natasha asked instead of agreeing, which earned her a few confused stares, "Nobody in politics is ever helpful for the sake of being helpful. He's after something."

That was true, Tony guessed. Politics were tricky and it was always 'this for that.' It reminded him of how he'd asked Spider-Woman why. Why was Williams helping them? What was _his_ MO?

That was an interrogation for another time.

* * *

"Sam? Natasha? Can I ask a favor?"

The spy and the soldier looked up at him from where they were lounging on the couch in the Avengers common room. Sam paused his show while Natasha dogeared her book, which looked like it was in Russian, and placed it on the modern-styled coffee table. The two looked at him expectantly as he drew nearer.

"What is it, Tony?" Natasha asked kindly, looking at him a little concerned. He swore that everyone thought he was going to explode or something.

"It's about Penny," he admitted. If he hadn't had their attention before, he certainly had it now. Sam's eyes widened and Natasha sat up straighter, "She's going on a field trip this weekend, to Washington D.C. I was wondering if you could, y'know, tail her. Make sure she doesn't get kidnapped or hurt."

"Of course we will," Sam responded, to which Nat seconded.

"When will we be leaving?" she asked, "And what's the field trip for?"

"Saturday morning at 7:00, and it's for her Academic Decathlon. Her nerd club or whatever made it to regionals, so it's their final competition for the season," he was unable to stop the pride that leaked into his voice, which he cursed himself for. He didn't even _really_ know if she was his daughter, and even if she was, he hadn't raised her. Who was he to feel pride in her accomplishments? In her intelligence? It wasn't like he'd been there to support her, or like he'd be there to support her this weekend.

Nat and Sam simply nodded, and Tony left the room certain that nothing would happen to Penny under their watchful eyes, heading back to his lab to get some paperwork done for the company. It was pretty tedious, but exactly what he needed to keep his mind off of things...for a total of five minutes.

He dove back down Penny's Instagram, scrolling through her many _many_ posts. She posted a lot, quite possibly every day; pictures of the city, her and May Parker, as well as her friends Edward Leeds and Michelle Jones. There were also multiple posts of the clubs she used to be in, though the recent pictures only showed her Academic Decathlon since she'd dropped out of most of her other clubs a few months ago. He wondered about why briefly before he came across a video from about a year ago that stole away all his attention.

She still had her long hair and too large glasses in the video. Her and Benjamin Parker, 'her uncle,' held forks to their mouths, singing along vehemently to _Bohemian Rhapsody_ that played over a speaker in their apartment. They bounced around the screen, pointing at each other and bopping their heads as her 'aunt' recorded them, the screen shaking slightly in laughter.

He managed a smile at Penny's energy, mouthing the words in tune to the song that streamed from the screen. She was bounding all over the place, her hair bouncing up and down as she jumped and sang in glee to the familiar tune, bursting with endless energy. Her wide smile seemed to fill the room as much as the music did, lighting up the corners that had previously seemed dark and uninviting.

It was like when he'd first had Penny. No matter what, no matter when or where, Penny made everything better. Her smile was so wide, her eyes so bright with childish joy that it had spread to him. He'd felt younger, he'd felt like a better person when she was around, because she was so _good._ Because she was his everything.

"Boss, are you alright?" Friday asked when the video ended, and Tony looked up sharply at his AI. He opened his mouth to ask her what the hell she was talking about when he realized there were tears running down his cheeks. He flicked them away and wiped at his eyes furiously, angry at himself. He had been the one who'd failed, the one who had enabled his daughter be taken. It was his fault, so who was he to cry over this?

"I'm fine, Fri," he paused a moment to collect himself, stretching and straightening out his pants, "Anything new on Penny?"

* * *

Penny and May pulled into the school parking lot already filled with the students and parents of the Academic Decathlon team all waiting outside the bus. May pulled into one of the parking spaces, putting the car in park. Penny dimly felt the hairs on her arms raise slightly, but they didn't outright stand up, as though she wasn't in danger but rather she was being watched, kind of like the camera. It left her feeling slightly uneasy as May turned to her.

"Alright, Penny," her aunt said, turning to her with a smile, "Have fun, call me if you need anything, and destroy that other team!"

Penny laughed a little as May gave her a kiss on the cheek, swatting her away playfully. She grabbed her bag and slipped out the door, blowing May a kiss as she did.

"Bye, May! Love you!" and with that she was running towards the bus, glad to already see Ned and MJ there, "Hey, Ned! Morning, MJ."

MJ nodded at her while Ned returned her greeting with their handshake. They waited outside the bus for a few more minutes as Mr. Harrington took attendance. Poor Abraham was stuck in a conversation with him about his ex-wife, which was always tough. Penny cringed thinking about the time she had sat next to him on the bus on their way to a competition since Ned had been sick. It had probably been the worst day of her life.

"Hey, Penis!"

Penny had to stop herself from groaning as she turned to face Flash. He had a look of annoyance on his face as his eyes strayed over her bright yellow jacket Mr. Harrington had passed her, which he didn't have himself. It was clear that he had been hoping that she would drop out or stay home sick or something so that he could go on stage. His tormenting had increased ever since she'd gotten the internship, slapping her books out of her arms more often and pulling on her hair whenever she passed him in the hallway.

"Why don't you just drop out and let me take over? I mean, you can barely afford to go here as it is, shouldn't you be at a job to help you and your poor little aunt?" he taunted. Penny blinked in surprise, her cheeks heating up in embarrassment.

It was no secret that she and her aunt struggled, that she was part of the school program that offered free lunches, that she was here on a scholarship. It hadn't used to be as bad as it was at the moment, when Ben had been alive, but living just off of May's income was a struggle and a sensitive topic for her.

"At least she didn't buy her way in," MJ retorted, giving Flash a withering look. Flush huffed and opened his mouth the reply when Mr. Harrington spoke over them.

"Alright! Everyone on the bus or we're going to be late!" he said and the students began filing on.

"Finally," MJ remarked, "I'm hoping to get some light protesting in front of one of the embassies before dinner."

"Protesting is patriotic! On the bus!" Mr. Harrington said with a smile.

Penny and Ned sat in a seat together while MJ settled in the one in front of them. They spent the first hour of the ride being grilled by Liz, answering her practice questions. It was nice, not easy, but it was good to focus on. Liz eventually left them alone to relax for a bit, which Penny and Ned took advantage of by setting up a connection and trying to hack into the abandoned gas station Davis had mentioned. No such luck, there weren't any other places nearby it and the cameras from the place were all out of function.

Instead they planned a route for Penny to take, and she wished that she could take out her suit and put it in its interface, but she couldn't in front of her classmates. She'd just have to wait until she was in her and Michelle's room and she could get Ned to help her out with his computer.

The bus finally pulled into the loading zone of the hotel two hours later and everyone rushed to file out of the bus and stretch their legs. Penny spotted a few other teams as they walked through the doors, everyone gaping at the interior of the hotel. It was huge and filled with natural light, banners sporting _United States Academic Decathlon_ were hung around sporadically.

"Everyone stick together," Liz said as they walked to the check-in counter.

"Yeah," Mr. Harrington seconded.

 **"** You kidding me? This place is huge!" Charles exclaimed.

"I’ve seen bigger," Flash bragged in a pompous attitude.

"There’s a bird in here," Abe said, pointing at the ceiling. A few kids let out small laughs, pointing at the bird ecstatically.

As Penny was heading to the check-in counter with her team she felt her senses flare, and she twisted to look around the hotel. Her senses had been acting up a lot lately, almost scarily frequently. Around Delmar's, her apartment complex, and whenever she went into school. It was concerning to say the least, and at first she'd credited it to being keyed up after the Stark Expo, but it had been weeks and she couldn't understand why she'd still be freaked out. At least while she was awake.

Penny searched for a moment, the team side stepping and passing her as she stopped abruptly. Ned and MJ stopped beside her, looking concerned.

"What is it, Penny?" Ned asked.

She didn't answer right away, just continued looking. There was no one out of the ordinary, nothing to make her feel this on edge. There were a couple other teams and a few groups of adults. She noticed one man look at her briefly before turning his back to her and conversing with the woman he was with instead.

"Nothing."

Once they were checked in they were all given keys to their room. MJ and Penny headed to theirs to get settled while Ned went with Charles but promised to come join them when he was done putting his things up.

Their room had two twin beds and was actually pretty nice for a school trip, though it was pretty boring with muted cream walls and a brown trim. Penny dumped her bag out on the bed she'd chosen, her things flying out in a jumbled mess. She had way too many loose things in her bag.

The teen shifted through tampons, toothpaste, a bouncy ball, a plastic spider, some coins, and her face wash to grab her suit and the glowy thing, sweeping everything else back into her bag that she didn't need.

"How are you going to get to the gas station without a car?" MJ asked from where she sat on her own bed, looking through the notes Liz had passed out. Penny bit her lip. She'd thought about taking a bus, or even a cab, but the bus was too slow and the cab too expensive. She was saved from answering by Ned bursting into the room, his computer in his hands.

"This is so cool!" he exclaimed, sitting next to her, "Should we even be doing this? What if Mr. Stark gets mad?"

"Gets mad at what?" Michelle asked, raising an eyebrow at them.

"Uh, we're kinda, hacking the suit?" she said, though it almost sounded like a question, "But not really! I mean, it's technically mine, and we're just going to look at the coding to see if we can set a few things up."

"Nice," MJ responded, looking slightly interested, "Tell me if you dig up any secrets about aliens."

* * *

"Of all the cars Tony has, why do we have to take this one?"

Sam stared at the black minivan in barely concealed contempt, as if the car had personally offended him somehow. To be fair, Tony had probably hundreds of fancy Audi's and Ferrari's just sitting idle in his houses and mansions around the world.

"Because we're trying to blend in," Natasha responded mockingly, "Try blending in with an orange Ferrari at a school event when none of the kids are even yours."

"Okay, fine," he mumbled back, putting his suitcase in the back and getting in the shotgun as Natasha took the wheel, "Still, a minivan?"

"You can take a nap in the back if you want, Mr. Cranky Pants."

"Ha ha, very funny," he snarked back. He saw Natasha smirk out of the corner of his eye before pulling out of the garage in the tower and heading to Midtown Science and Technology.

It was pretty early in the morning, the sun just rising as the clock on the dashboard read 6:27. Penny's bus left at seven, so they had plenty of time to get to her school and wait in the parking lot until the bus left. Grudgingly, Sam admitted that the minivan would be basically invisible in the school parking lot, and they were. When they arrived and found a parking spot at the school no one as much as glanced at them, even Penny, who they watched get out of her car as she was telling her aunt goodbye.

"Penny seems comfortable with her," he commented to Natasha, who didn't as much as nod in agreement. Her eyes narrowed the slightest bit, which would've been hard to notice if he didn't know her so well. Or, sorta well. Natasha was a mystery even to Clint, who she'd known the longest.

He was about to say something else when he noticed her start talking to her friends. Her and one boy did a 'secret,' and extremely complicated, handshake, not even looking at each other, instead talking to another girl. It was clearly second nature to the two teens. The moment was ruined however when a boy butted in, rudely greeting Penny by calling her 'Penis.'

Sam frowned as he taunted her, not able to make anything out from where he was sitting, but he could tell that Penny was upset and he had to physically stop himself from getting out of the car and telling the boy to fuck off. They couldn't be seen, couldn't be noticed, and running out of the car to yell at a teenage boy for being a dick would definitely ruin the mission.

Fortunately, the girl from earlier came to Penny's rescue, and then the kids were loading onto the bus, which departed a few minutes later.

"So, she's getting bullied," he remarked, crossing his arms as Natasha drove after the bus.

"Seems like it," she responded, "Why don't you make a list? I'm sure Tony would _love_ that."

"Are you mocking me?"

"Maybe."

"Well, I _am_ going to make a list," he said, opening the notes app on his phone, "I'm sure Tony'd appreciate to know about that little asshole."

They rode in relative silence for the three hour ride, making easy conversation as they listened to the radio. It, unfortunately, played on a loop, and he was super sick of hearing _Can't Stop the Feeling_ by the time they pulled into the hotel parking lot. They found a place to park and headed inside before the kids began loading off so that they could check in, having already reserved a room when Tony had tasked them with this.

"Name?" the woman asked as they walked up to the desk.

"Rose and James Reynolds," Natasha answered, "We made a reservation a couple of days ago."

"Yes, here you go Mrs. Reynolds," the lady said, passing her a key card to their room, as well as pointing them in the direction. Sam thanked her but they didn't head to their rooms right away, instead heading over to the stairs to wait for Penny's team to walk in.

The group bustled in noisily, exclaiming in excitement and pointing at a bird that had somehow made its way inside and onto the glass ceiling. The crowd of bright yellow jackets headed to the front desk, but one dropped behind the rest, stopping and staring around the room in confusion. Two more of the students stopped beside her, saying something he couldn't make out just as she looked straight at him.

Immediately he looked away, pulling his baseball hat down and hoping she wouldn't recognize him through his glasses and hat. He wasn't the most recognizable Avenger, but he was still a public figure.

"Just pretend like we're talking, Sam," Natasha said to him, "You're going to give us away."

"By doing what? Existing?"

"Yeah."

"Wow, Nat. Just, wow."

* * *

"The Training Wheels Protocol?" Penny repeated after Ned, aghast. Why did her suit have _that!?_

Ned had to keep himself from laughing, though there was still a smile on his face when he responded.

"Yeah, it's holding back a lot of features," he said. She flopped up on the bed beside him, looking at the coding on the screen of his computer, the protocol highlighted in red.

"Turn it off," she demanded, to which Ned looked at her doubtfully.

"Don't you think it's there for a reason?"

"Come on, man! I don't need training wheels!" she protested, "Besides, they're probably there 'cause he doesn't really know me. But I'm responsible! I can handle it!"

"I don't know..."

"Guy in the Chair, Ned."

Ned sighed, muttered a quick "fine," and typed something on his computer. The screen flashed a light blue, which ran through the wire and lighting up the suit, running through the web patterns. Woah.

It was dark by the time she was ready to head out, and Ned had to go back to his own hotel room. She made him take the glowy thing with him, making him promise that he'd keep it safe. MJ helped her sneak out of the hotel, jimmying open the window so that Penny could climb out in her suit.

It was dark outside, as well as chilly. It was getting colder as the days sneaked by into September, which she found out was causing her a bit of a problem. It was barely even cold and she still wore a jacket everywhere she went, and she both couldn't wait for and dreaded the decrease in temperature. She'd have more of an excuse to wear jackets, but it'd be _even_ colder, which was no longer her favorite.

Penny shook herself mentally, continuing on scaling the wall until she reached the roof, where she perched while she double checked her bag for everything she needed.

"Snacks, phone, jacket...where's my mask?" she frantically shuffled through her bag before stopping and feeling pretty stupid, "It's...in my hand. Whatever, I didn't lose it."

She zipped up her bag and hoisted it up on her shoulders, putting on her mask. Immediately the screen lit up blue, the same shade as earlier, and ran down her suit.

"Good evening, Spider-Woman," came a cool feminine voice. Penny startled back in confusion.

"Hello? Hello?"

"Congratulations on completing the rigorous Training Wheels Protocol and gaining access to your suit’s full capabilities," the woman congratulated, and it hit her that it was an AI in her suit as the screen highlighted multiple aspects of her suit, but the images moved too quickly for her to comprehend.

"Ah, thank you," she said, not sure if the Suit Lady would see through her bluff. Could she be lied to? Did she report to Mr. Stark? Was she a spy? She'd said something about completing a protocol, so maybe the function was supposed to be when Mr. Stark authorized it...maybe that was why it had been turned off.

"So where would you like to take me tonight?" Suit Lady asked, sounding unbelievably helpful.

"I-uh, need to get to an abandoned gas station on Route I-295, in Maryland, there's a bad guy there."

"Planning route to abandoned ExxonMobil," the screen lit up and highlighted a line for her to follow. She jumped off of the building and headed down to the street where it directed, landing on a truck that Suit Lady had highlighted. As long as she made it back in time for Decathlon it would be fine.

"How do you know it's an ExxonMobil?" Penny asked as she sat on the truck.

"It's on record for being abandoned as well as being known for criminal dealings," she responded dutifully.

"Cool. Cool, cool, cool. So, um Suit Lady, what's your purpose? Do you report back to Mr. Stark or something?"

"My purpose is to aid you and the Avengers in missions," she said, "I do not directly report your actions to Mr. Stark, such as your name and face, but I do have protocols to contact him, or other Avengers, if you are badly injured or in need of help."

"Oh. So you don't know my name?"

"No."

"And if I told you, you couldn't tell Mr. Stark?"

"It is against protocol."

"Why?" she asked. Mr. Stark had seemed interested in knowing her name when they'd met.

"It would be a violation of trust, which Mr. Stark is adamant he earns instead of programming me to spy on you."

"Oh, cool. Well, my name's Penny Parker, it's nice to meet you, Suit Lady."

"It is nice to meet you too, Penny."

* * *

Sam took a sip of his coffee from the to-go cup, grimacing. It was watery and cheap, nothing like the fancy coffee grounds Stark had for them in the kitchens which he had gotten used to. Still, it made him feel more awake, which was all that he needed.

He and Natasha were taking turns on watching Penny, and he was up first since she had driven all day. So he was waiting in the hallway by the group of teenagers' rooms, trying to not look suspicious as he drank his gross coffee. Penny had gone into her room almost immediately when she'd gotten to the hotel, only coming out to go eat dinner with the rest of her team before retreating back with her friend. The boy he'd seen earlier had entered a few minutes later, though that had been about half an hour ago.

He'd followed them to the dining hall, grabbing a plate and eating by himself. It had been a close call when Penny had spotted him at the front desk earlier, though she thankfully hadn't recognized him, and she hadn't looked his way since.

The Avenger was interrupted from his musings when a door opened and then clicked shut. He looked over at Penny's door, seeing the boy who'd gone in earlier come out and begin heading to his room, carrying his computer. The boy, who he should probably learn the name of, didn't look at him, just headed to his own room across the hall.

Groaning, Sam stretched and headed down the stairs and outside the building to do a loop, throwing his coffee cup in a trashcan without looking at it.

It was chilly outside with a gentle breeze shaking the trees as he walked around. It was actually pretty nice out, and the loop around the building was pleasant. He also didn't see anything suspicious, so he headed back inside to wait until Natasha took over.

"Sam, wake up!" demanded a familiar voice. He groaned in response, "Get your ass up before I make you."

"Okay! Fine! I'm up," he said, throwing his blanket off of him to see Nat staring down at him, "What?"

"Penny's gone."

* * *

"One hundred meters from destination and closing," Suit Lady alerted her. Penny looked up from where she'd been sitting between cars on a semi-trailer. She grabbed her bag and put it on her back, getting ready to leap on the swath of grass they were passing, "Jump now."

Penny did, dropping into a tuck-and-roll as she did. Excitement ran through her as she stalked through a patch of tall grass and came upon the gas station.

"Detecting three individuals," Suit Lady informed her, highlighting the people sitting in the truck.

"Why is their secret meetup place in a gas station? That's so lame," she muttered, creeping out of the grass and onto the gas price sign to get a better view, "Hey, suit lady, what are they doing in there?"

Suit Lady activated the suit's Enhanced Reconnaissance Mode, which was super cool. She could see their lips moving as they talked, and hear every little part of their conversation that had previously been indistinguishable.

"I got the gauntlet from the Lagos cleanup. The rest is all my design," one of the men said, handing over a weapon to a guy in the front.

"Whoa, that’s so cool," she whispered.

"Can’t believe they’re still cleaning up that Triskelion mess," one said.

"I love it. They keep making messes, we keep getting rich," the other responded.

"Target inbound," said the one who'd handed over the weapon earlier. Target? Were they about to steal something?

"Whoa, they’re in the middle of a heist. I could catch them all red-handed. This is awesome. Okay, I’m gonna get a little closer so I can see what’s happening."

"Be careful, Penny," Suit Lady warned her.

"Duh," she responded.

* * *

So maybe she should've been more careful.

In her concussed state, she blamed the suit. Why did she have so many webshooter combinations? Why was the default not the normal one and instead some weird one that didn't seem very helpful?

"Owww, my head," she grumbled, clutching her masked head as it pounded in pain. She'd hit it really hard against the transport ceiling when the bird guy had gotten rid of the matter phase shifter, which had been really cool. Well, the way she'd hit her head and blacked out hadn't been.

"You appear to have a mild concussion," Suit Lady told her as she stumbled onto her feet.

"Cool. So, uhh, where are we right now?"

"I'm not sure, the container walls are hindering my sensors." Great. Great, great. That was wonderful.

"Wait a minute. They must have hijacked the truck and taken me to their evil lair. Okay, Suit Lady. We’re gonna have to fight our way out of this one," she told Suit Lady, readying herself to run at the wall of the shipping container, "Three, two, one!"

She smashed through the steel doors which crumbled and flew off in different directions, landing with a loud _clang_ on the concrete floors. Penny swirled around in confusion as she surveyed where she was. There were dozens of other shipping containers just like the ones she'd burst out of, all lined neatly in rows and columns. Weirdly, there were no people. And it was kind of bright for an evil lair.

"What is this place? Suit lady, where am I?" she asked as she continued to look around.

"You’re in the most secure facility on the Eastern Seaboard. The Damage Control Deep Storage Vault."

"No. Seriously?" she exclaimed, placing her hands on her head. Penny dropped her bag and jumped onto the wall that was a huge door, trying to pry at the crack. She grunted as she tried for probably about two minutes before giving up, kicking the wall in frustration.

"The door will most likely remain closed until morning," Suit Lady told her.

"Morning?" she asked, her voice sullen as she looked around. What a boring place to be stuck, "You said something about a refresher course?"

It turned out that her suit could do _literally anything._ She had wing-glider things, five hundred seventy-six webshooter combinations, and Suit Lady was super cool. She listened patiently to Penny ramble on about Liz and as she threw web grenades in excitement. Eventually she was laying in a web hammock, swaying gently between two containment units after she'd finally worn herself out messing with her suit.

"Hey, suit lady," she said, "I kind of feel bad calling you “Suit Lady,” you know? I think I should probably give you a name...like Liz. No, no, no. God, that’s...that’s weird....um, what about Karen?"

"You can call me Karen, if you would like," Karen responded. This just kept getting cooler and cooler.

"Cool. Hey, uh Karen, how long we been here anyway?"

"Thirty-seven minutes."

 _"Thirty-seven minutes!"_ she exclaimed, sitting up straight as frustration bubbled under her skin, "That’s insane. I cannot take this anymore. I gotta... I gotta get out of here."

She jumped out of the hammock and headed back to the container she had originally arrived in, grabbing the duffel bag she'd taken from the vulture guy. She threw away a wheel thing, some kind of robot head, which, _awesome,_ and then pulled out a glowy thing exactly like the one she'd left with Ned.

"Hey, it's like the glowy thing," she said as she looked at it. The screen in her masked highlighted it and brought up some information to the side about it that she only glanced at.

"That glowy thing is an explosive Chitauri energy core," Karen told her, sounding almost concerned. Explosive!? She dropped it on the ground immediately and stepped away from it, feeling her chest tighten.

"Whoa, whoa, whoa, whoa! You mean, we’ve been carrying around a bomb?"

"It would require radiation to transform it into an explosive state," Karen said, as if it was reassuring. Penny grabbed her phone out of her yellow jacket with fumbling fingers, clicking on Ned's number, but she couldn't get any reception.

"No, no, no, no, no," she yelled, grabbing her bag and rushing out. She jumped onto the door, banging on it as loud as she could, "Hey! Please! Please, somebody, let me out! Hey!"

No one answered, there wasn't even any sound besides her. She turned to the lock on the door, her eyes narrowing in determination.

"Karen, you have to help me override that time lock."

* * *

It took Penny two hours to break out of the facility, managing to hide on an armored truck as it was passing by to get out. From there Karen helped her get to get back to where the Decathlon competition was being held. It took her about an hour to get back, in which she never managed to make herself sit down, instead anxiously hanging off of the trucks and occasional cars she hung on to.

Ned wouldn't answer his phone, which worried her to no end. What if the glowy thing had gone off? Was he in danger? Had she missed Decathlon? Okay, so that admittedly wasn't the most stressful part, but it definitely still freaked her out. She'd probably called him a hundred times before he finally answered the phone, and she felt something in her chest loosen at his voice.

"Oh, Ned, you’re alive!" she exclaimed, swinging onto a bus, the Washington Monument in sight.

"Penny, are you okay?" he whispered.

"Ned, Ned, where’s the glowy thing, the glowy thing?"

"Don’t worry, it’s safe. It’s in my backpack."

"No, Ned, listen! No, no, Ned, the glowy thing is dangerous."

"You missed the Decathlon. Me and MJ covered for you," Ned spoke over her, ignoring her warning.

"Ned, listen to me!" she begged.

"We’re at the Washington Monument now. You gotta-" suddenly Ned was cut off, there was some static as the phone shifted.

"Penny, is that you?" came the voice of Liz.

"Oh, hey, Liz," she greeted trying not to panic and jumping off of the bus as she began running to the Washington Monument, garnering weird looks from the people she passed as she webbed her backpack to a tree, "Please put Ned back on the phone."

"You are so lucky we won. You know, I want to be mad, but I’m more worried. Like, what is going on with you?"

"Liz, I have to talk to Ned. It’s really important!" she basically yelled, but to no response, "Liz, there’s something in Ned’s backpack! It’s really dangerous. Don’t let it go through an X-ray. Liz? Liz! Damn it."

She continued running, not stopping as the Washington Monument grew closer and closer, the world a blur around her. Just as she arrived at the base of the monument, barely a hundred feet from it, the top of it exploded with a huge _boom!_ Her ears rang even from all the way on the ground as she looked up in apprehension.

Ned, holy shit, _Ned._

"Karen what's going on up there?" she demanded, and the screen lit up, highlighting a group of people and the radiation surrounding them.

"The Chitauri core has detonated and caused severe structural damage to the elevator," Karen answered.

"Spider-Woman!" Penny swiveled, finding Michelle looking at her in shock. Where was everyone else? "My friends are up there!" Oh.

"What? Uh... Don’t worry, ma’am," she said, pretending like she didn't know MJ as she ran toward the monument, "Everything’s gonna be okay. Excuse me, excuse me. Oh, my god, that’s tall."

She leaped as high as she could, covering probably fifty feet, the people below her gasping, and she began scaling the building. Normally, it probably wouldn't have been that bad, but she was panicking. Her fingers kept slipping, and her heart was beating too loud to hear anything properly.

"Estimating ten minutes before catastrophic failure," Karen informed her in her ear. Ten minutes, she had ten minutes to save everyone. By herself. She continued climbing, pushing down her panic as she raced up the side of the building, "The safety systems are completely failing. The occupants are in imminent mortal danger."

"I'm going as fast as I can!" she protested.

"You now have one hundred twenty-five seconds until catastrophic failure." Her heart dropped.

"What, why!?"

"Unexpected motion has caused the deterioration to escalate." Oh great.

"How do I get in there?"

"Activating reconnaissance drone."

She felt a weird detachment at her chest, and she looked down to find a small spider-shaped robot detaching from her emblem and flying off.

"Whoa, has that been there the whole time? That’s awesome," she breathed, catching her breath as she waited for it to bring her back information.

"Locating optimal entry point...proceed to southwest window," the AI said.

"Karen, I'm on my way," she responded, leaping to her left to climb onto the other side of the building and continued scaling the building. She finally reached the window, surprised to see a few birds sitting there as if the building hadn't just exploded a few minutes ago, "Ah, oh god. Oh my god, oh my god."

"What's wrong? You've reached the southwest window. Why are you hesitating?" Karen asked.

"It’s fine. It’s just, I've just never been this high before," she gasped out, shooing away the stubborn birds.

"Would it help to know that you have a parachute installed in your suit?"

"Yes! That helps immensely, Karen," Penny responded, beginning to kick on the window, but dismayed to find it not even cracking against her foot, "Why isn't it breaking?"

"It's four-inch ballistic glass. You'll have to create more momentum."

Taking in a deep breath, she attached a web to the top and lowered herself to the window, jumping off of it. It only began to splinter. Just as she was about to jump again she felt the whir of a helicopter behind her, and she turned to see guns trained on her from a helicopter circling above.

"This is D.C. Metro police. Identify yourself," one of them demanded into a megaphone.

"My friends are in there! My friends are in there! Stop!" she protested back, her voice straining to be heard over the helicopter.

"Return to the ground immediately."

Since the man said to go down, she went up. She crawled around the top, disappearing from the helicopter's view for a few moments before it lifted higher in the air to keep her in their sights. Penny grabbed the tip in apprehension, her muscles tensing as she prepared herself.

"This is your last chance!"

"Oh, I'm gonna die."

In one swift motion she leaped up and over the helicopter, clearing the whirring blades as her gliders popped out and supported her. She then gripped a web onto the helicopter's legs, swinging and putting as much force behind herself as she could as she swung towards the cracked window.

"Breakkkkk!!!!!"

The window crumbled underneath her thrown weight and she burst through, flicking her wrist and shooting a reflective web just as screams broke the air and the elevator began falling. She was dragged against the floor, but managed to put her legs on the sides of the broken door and halt the elevator. She grunted in pain as it tore at her arms.

"I did it," she exclaimed to herself, breathing heavily.

The door snapped under the strain, allowing the elevator to fall and taking her with it. She landed in the elevator on her back with a grunt, shooting out another web to grab at the ceiling, which forced her upwards onto the elevator's ceiling. The death box slowed to a halt again, straining her arms as she began to pull them up.

"Ahem. Hey, how you doing? Don't worry about it. I got you," she assured in a thick Queens accent, masking her voice as best she could.

"Yes! Yes!" Ned yelled in excitement, jumping up and down and shaking the unstable elevator.

"Hey, hey, hey, hey, hey, hey, big guy, quit moving around," she snapped.

"Sorry, ma'am. So sorry," he apologized.

* * *

Natasha's eyes narrowed as she watched May Parker embrace Penny in a tight hug, the teenager looking anxious but otherwise unhurt in an overly large hoodie. Sam sat beside her in the car, looking beyond stressed as they stared at the group of teenagers meeting with their worried-out-of-their-minds parents. After the incident at the Washington Monument the group had headed straight home instead of sightseeing around the city like they were supposed to for the rest of the weekend.

Penny had been absent during the whole fiasco, somehow getting 'lost' while they were in Washington, though she had ended up showing up without so much as a scratch on her back at the hotel, sitting in her room waiting for her teammates.

Nat didn't know how Penny had managed to get lost, or how she'd even managed to get out of the building without either her or Sam noticing, but she had, and it had been one of the scariest moments of her life. Well, in terms of stress. It hadn't exactly been life threatening.

She'd never met Penny, and neither had anyone else on the team, but the girl had somehow become part of their family. When Tony grieved they grieved, when Tony became inconsolable with the loss, they comforted him. She was simply one of them, and Natasha had been excited to learn that she might get to meet the girl, ecstatic to have more family. When she'd gone missing for those terrifying few hours her heart had felt like it wouldn't stop pounding in her chest. Not to mention how Tony would've reacted. She wasn't afraid of the man, but he was family, and she couldn't bear letting him down like that, letting Penny down like that.

"This was a _nightmare,"_ Sam said, enunciating each word, "How the hell did she get out of the hotel? Where the fuck did she go? _Why_ in the ever loving world was Spider-Woman in Washington!?"

"Agreed," Natasha began, "Though I did see a group of teens sneak out of the hotel at one point to go to the pool. I didn't see Penny with them, but that's all I can think of. As for Spider-Woman, ask Stark, he does damage control for her."

"You don't think she might've been there for Penny?" he asked, his face tight, "She seemed like a good kid, but why would she show up there all of the sudden?"

Natasha's grip tightened on the wheel and she forced herself to relax.

"We'll just have to ask her. Rhodey gave her a comm, and Stark gave her a suit. Call her later."

"Why not now?" he asked.

"It's midnight, Sam. And we _just_ saw her in D.C. She might be asleep, or driving. Check in the morning."

"Fine," a beat, "How are we going to tell Tony about this?"

Just at that moment her phone lit up, a stupid picture of Tony she'd taken when he'd fallen asleep filling the screen.

"Guess we'll find out."

**Notes for the Chapter:**

> tell me what you think! I'm bored and starved for attention, so I'd love to talk to everybody <3


	14. It's a Match

**Notes for the Chapter:**

> I did ACTUAL scientific research for this chapter. You're welcome

"I can finish the next order, but without any new materials from that truck..." Mason told him as he surveyed their meager resources.

"Damn it. We still have enough to do the Gargan deal though, right?" Toomes asked.

"Yeah, but then that's it."

Toomes sat on the table and stroked his chin, frustrated. They were running out of materials, and they were running out fast. The deal for that crazy guy who'd attacked the man had really run them dry, and even worse, it had exposed them. Their weapons had been taken from the weird group after they'd all apparently killed themselves, and now the Avengers likely had his dealings on their radar.

The man had promised that there would be more future dealings, and that he could set him up with more tech, but they had more customers than just him.

"Four years, not a word from the Feds, nothing from those Halloween-costume-wearing bozos up there in Stark tower. And then all of a sudden, this little bitch in red tights shows up and she thinks she can tear down everything I've built. Really?" he complained aloud, malice in his voice as he thought back to the annoying voice that had taken his bag full of priceless objects, "I'm gonna kill her. I'm gonna find that little freak--"

"Found her," Schultz said, pointing at the TV they kept. He turned to look at it, footage of the Spider on the Washington Monument as the news lady described the situation, saying that the superhero had saved an Academic Decathlon team from New York. Wasn't Liz in Washington for her Decathlon? He felt his heart skip a beat a little, and he was about to call his wife when his phone rung of its own accord.

"Hello," he greeted gruffly when he picked up the unknown number, knowing who it was.

"Have you seen the news?" the familiar voice asked.

"Yes, I have. Are you going to do something about the bitch? She ruined our heist in Washington."

"I'm working on it, Toomes. You have to be patient," the man replied, his voice light.

"Yeah, well I don't have any materials to make new orders."

"I'll go and grab you some. Legally, I have access to the Damage Control Deep Storage Vault where Stark keeps all of his shit."

"Good, get me some," he ordered, "Your Phoenix pals made you lose all your last weapons, _and_ exposed my operation, so it better be good."

"All in due time," the man hung up on him mysteriously, and Toomes had to fight down the urge to throw the phone across the room. The man was frustrating to deal with, and beyond annoying, but he had a lot of power, and he was a loyal customer. But if he got Toomes caught, forced him to uproot his family, he'd kill him. He didn't take lightly to anyone messing with his family.

He picked up his phone again, this time calling his wife, who thankfully answered immediately.

As he hung up after their conversation, feeling much more at ease, he knew that he had a lot to do to keep his operation afloat. Starting with exterminating that bug.

* * *

"It's Nat," greeted the spy when she picked up. Tony glanced at the screen that displayed Natasha's number briefly as he looked over the news article _'Spider-Girl Saves Decathlon Team from New York from Imminent Demise.'_

" _Please_ tell me she's okay," he begged. The news article hadn't said anything about any deaths, but was she hurt? What had happened to her? Was there any chance that this 'accident' had been an actual accident and not a planned attack?

"She's fine, Tony," Nat responded, "She wasn't even in the elevator. Which brings us to our next point...we couldn't find her for almost four hours."

_"WHAT!!"_

"She's fine, she's fine," Sam assured in a rush over the phone, "We think she snuck out when we weren't paying attention. There was a different group of teenagers just doing teenager things, so she probably just went off to blow off some steam."

"But _four hours?_ Why is this the first I'm hearing of this!?" he exclaimed incredulously, "And why wasn't she in the elevator? Why was Spider-Woman there?"

"A: Because we knew you'd freak out just like you are now and complicate things," Natasha started, and Tony scoffed, rolling his eyes even though she couldn't see it, "B: She wasn't in the elevator because she got lost and missed her competition. C: I don't know, you're supposed to be the one who talks to Spider-Woman, so you're going to have to call her or something."

"Yeah, fine, I'll call her," he said gruffly, "You're sure Penny's fine? Was anyone following her or anything?"

"No," Natasha answered, her voice confident and sure, "She was completely unharmed, she wasn't scared, just nervous for her friends and her competition. You can ask her what she was doing when we see her on Friday."

"Seems like a bad conversation starter."

"It's the only way you're getting answers, Stark."

"Fine. And, Nat," he started, "Next time _anything_ happens, even as much as a paper cut, I need to know immediately. And I mean that."

* * *

Penny was so fucked.

To start off, she had detention for two months, though she got it off on Wednesdays and Fridays for her internship, which just made her detention last for two extra weeks. The entire team was mad at her for bailing out, and she was getting glares from more than just Flash now. Liz wasn't mad at her, just seemed concerned, which she guessed was a saving grace, and neither were Ned or MJ. Well, MJ was pretty upset that she had missed the competition, but her punishment was just having to study more.

May had been terrified and furious, wrapping her in a big hug when they arrived at the school. Penny hadn't been scared, but May had obviously been, and she thought she might get away with skipping (accidentally), when the school had called May to let her know that Penny had missed the competition. So, not only did she have detention, she was also grounded until _summer._

So, yeah. Life kinda sucked at the moment.

"...what you did was wrong. The question is, how are you gonna make things right? Maybe you were trying to be cool. But take it from a guy who's been frozen for sixty-five years, the only way to really be cool is to follow the rules."

Penny sighed in pent up frustration as the Steve Rogers on the screen continued talking about peer pressure and puberty. Honestly, if not for the fact that she'd met Captain America a few weeks ago and that he was really cool then, she would probably hate him. Just because of these _stupid_ videos. Why couldn't she at least go on her phone?

At least she still got to go to her internship tomorrow. Small mercies.

Penny walked out of school an hour later, her detention finally over, and debated patrolling. Spider-Woman hadn't been seen since Washington, which the Daily Bugle had been made sure to mention. They'd pretty much dragged her through the mud about the whole thing, which was insane to her. No one had died, no one had even been hurt! How they still hated her so much was beyond her.

She fought with herself for a few minutes before just deciding to go home. She needed to catch up on homework anyway.

Penny took the subway, pressed in on all sides by the crowd heading home from work, and managed to arrive at her apartment in less than half an hour after walking home the rest of the way. May wasn't there when she opened the door, and she remembered that her aunt was working late tonight at the hospital.

The teen dropped her bag by the desk in her room and pulled out her History papers, deciding that she might as well get through her least favorite part first. Just as she finally managed to fish a pencil out of the depths of her bag she heard a soft static followed by a quiet ringing.

Confused, she cocked her head in search of the noise, locating it in her backpack pocket. She stuffed her hand in the pocket filled with random junk and wrappers, wrapping her hand around a small vibrating something. It was the comm Colonel Rhodes had given her, part of it lighting up blue as it vibrated and rung like a cellphone.

With fumbling hands she placed it in her ear and pressed the little button on the side to accept the call. Were the Avengers in trouble? Had something happened? Did they need her help again?

"Um, hi-hello?" she stuttered into the comm, feeling rather unprepared.

"Spidey," greeted the voice of Mr. Stark. His tone was light, but his voice sounded more strained than it had when she'd seen him last week. Holy shit, she was talking to Tony Stark! Again! "How was Washington?"

"Ah, tiring," she responded, hoping that he was just talking about Spider-Woman and not Penny Parker, "But I got a lead, so, worth it."

"A lead?"

"Yeah, uh, that's why I was down there. They were stealing from some trucks that were going to the--the vault thing."

"The Damage Control Deep Storage Vault?" he suggested, sounding a little alarmed.

"Yeah! That's it."

"Did they take anything?"

"Uh, well, I don't think so," she admitted, "The Vulture guy--he has these _huge_ mechanical wings--anyway, uh he had a bag full of things, which I grabbed from him. I don't think he had anything else when he flew away, but I uh, got knocked out."

Mr. Stark was silent for a moment, and she wondered if she'd said something wrong, if he thought that he should take the suit back. When she said it aloud, it sounded pretty bad. The guy took something, she took it back, she blacked out. Wasn't super reassuring.

"The stuff he tried to take?" he finally said.

"Still in the Damage um...thing. Just, probably not where it's supposed to be."

"Good," he remarked, "Keep track of your lead. We're going to be pretty busy over here for a while, so just monitor the Vulture guy and we'll get back to you."

"Yes, sir," he hung up with a muted goodbye, leaving her to finish her homework in her room. This was so cool. _Tony Stark_ had called her, like actually called her! What even was her life?

She sat in an awed stupor for a few minutes before snapping herself out of it and forcing herself to do her homework. Before she got started though, she crawled into her little attic area and grabbed Luke from his charging station so that she could have some company while she did her homework., "Ready to read about," she checked her book, "the Civil War, Luke?"

He beeped at her happily.

* * *

"Today you'e doing a group project," Nadia told the group of teens as they waited at her desk for their assignment, "Just for you guys. You'll be swabbing your DNA and comparing the samples and comparing how your blood will react to different amino acids in different amounts."

She passed Penny, Ned, and Cindy each a paper which had instructions and places for them to fill in the information they found. It was their first more solo project. Before they'd always been working with different scientists around the building, but now they got to work together on an independent, albeit simpler, project.

Once they had their papers and their instructions they headed back to their desks and began doing as the project instructed. At her desk Penny swabbed her cheek, placing the saliva in a vial, labeling it, and placing it on her desk. Next she pricked her finger and placed the blood in a small disk, doing the same to it as she had her saliva. She ended up helping Ned out a bit, who couldn't bring himself to prick his own finger.

"Ow!" he squeaked, shaking his finger after she managed to collect his blood, "Why are we even doing this? It hurts!"

"I think it's fun," commented Cindy from where she was sitting at her desk, "I can't wait to see how my blood reacts to an overflow of histidine."

Penny hummed in agreement.

They worked for two whole hours, taking their blood samples and putting them under microscopes and mixing them with different substances to see how they reacted. It was pretty fascinating, getting to work with so many different materials that she usually didn't have access to. It was different than what she usually did at Stark Industries, but still cool.

Once they'd compared the different properties of DNA between their blood and saliva they began packing everything up. She was about to throw her vials away when Ned called out to her.

"We're supposed to keep it, Penny," he called, and she _just_ stopped herself from dropping it in the trashcan, "The paper says to leave it at our desks."

"Why?"

"I don't know. Maybe it's a two part project? Like, we'll finish on Friday?"

Penny shrugged and placed her vial back on her desk by her nameplate, making sure her blood sample was with it. The three headed out of the building together, waving at the receptionist Mrs. Smith, who gave them all lollipops as they left. She was pretty cool.

"You wanna come to my house?" Ned asked as they walked down the street, "We've still gotta finish the Death Star."

"I was going to patrol. Mr. Stark told me to keep an eye on the Vulture guy so I gotta do that," she responded, sucking on her butterscotch lollipop as thunder rolled overhead. She hoped that it wasn't going to rain, it would kind of suck to swing in the rain, "Maybe this weekend? I'll have to ask May since I'm grounded for _forever."_

"Sucks, bro. At least she's letting you out for the internship."

_"Wellll..."_

"Are you serious? She doesn't know you're here!?" Ned exclaimed.

"Well, she never knows I'm here," Penny admitted, having the decency to look at least a little ashamed, "She freaked out when I told her the school was even offering it. You know how she feels about Stark Industries! And there was no way I was going to pass this up, and I mean, it's been great so far."

"I'll pray for you when you get caught."

"Thanks, dude. I'll remember you in the fiery pits of hell."

* * *

The elevator let out a pleasant chime as it reached floor eleven, the number lighting up blue to let him know where he was at. Tony strutted out in his usual confident swagger, waving at the few employees he saw as he headed to the intern lab. He had waited until it was empty and hours had ended to finally go and grab what he needed, not wanting to attract any attention or suspicion.

It had not been a productive day, and he made a mental note to thank Pepper for clearing his schedule of any meetings or anything for the day, as well as the next few days. He'd basically been cooped up in his lab all day, working on his suits, on the team's tech, and talking to security at the Damage Control Deep Storage Vault to double check that nothing was missing after his talk with Spider-Woman the day before. Overall, it'd just been stressful. So when even the lab was too much (or was it not enough?) he went to the room he had begun setting up for Penny.

Even though there was a _chance_ that she wasn't his, he couldn't stop himself from setting up a room for her across from his, from soothing the longing to have his daughter back in some way. It had previously been a guest suite, generally used by Rhodey when he came over, but by the end of the day it had been a pale blue filled with sleek black furniture and everything a teenager could need. It was a little bland looking, but he didn't know what she liked. He'd seen her dress up as Princess Leia on Instagram for Halloween, so he guessed she liked Star Wars, but he couldn't exactly base her entire room on one picture.

He shook the thoughts of the room from his head as the door to the intern lab swung open for him, allowing him to step inside. He immediately headed to the back corner where he knew the high school interns had been set up. Her desk was at the very end, marked by the simple nameplate that read 'Penelope Parker.' There wasn't much on her desk other than the standard pencil cup filled with a few blue pens and the vials containing her DNA that sat by her nameplate.

Tony looked away as he swiped them, placing them in the pocket inside his blazer jacket surreptitiously. He walked out of the room and back to the elevator, which took him to his lab.

"Friday, start up the paternity test Cho sent me. I've got two samples, which did she recommend?" he walked over to where the modern and extremely expensive machine sat at one of his desks, pulling out his samples and placing them next to it.

"Doctor Cho recommended to use the cheek swab as her colleague's machine was designed to suit buccal cells, though both would be acceptable," his AI told him.

"Thanks, Fri," he said, swabbing his cheek and placing his sample on one side while placing Penny's on the other. Anxiety swelled in his chest and he felt like his heart was trying to break through his ribs, "Big moment. Could be one of the biggest of my life. Got any ideas on how to deal with it?"

"Deal with what, sir?"

Tony was silent for a moment, sniffing and leaning over the counter as he took a deep breath, "Failure. No matter what way you look at it, I _failed_ her. If it's her; I failed to raise her, I broke my promise. I _promised_ I'd be there for her, that I'd tell her I loved her every _goddamn_ day, and I haven't. If it _isn't_ her; she's dead. She's dead and there's no coming back from it, from _this._ Because I don't get to see her again, I'll never even get the--the _chance_ to say "I love you.""

He went silent again, resting his head in his hands, pulling at his hair as the machine behind him whirred softly. He needed Pepper. He needed Rhodey. He needed _Penny._ He just needed to say he was sorry. He didn't know how long he sat there, just pulling at his hair as he forced himself to take deep, gulping breaths. He should've waited for Pepper. She would've made everything better, everything easier.

"Sir, the results are complete."

He spun around and stumbled over to the machine which had stopped whirring and instead let out a small _ding!_ as he approached. It looked harmless. A dead piece of machinery. But he knew its answer would change his life.

"It's a match."

"Get me the FBI. Call the team too, we're dealing with this _now."_

* * *

May waited impatiently at the dinner table, tapping her foot on the ground as she waited for Penny to walk through the door, the rain pounding against the window. She should've been home by now, eating her bad cooking as they talked about each other's day. Sure, Penny had been more tense since she'd come back from D.C., a little bit more guarded, but she'd guessed it had to be with how long May had grounded her.

Penny was a good kid, and though things had been hard since Ben was...since Ben, May hadn't felt the need to track Penny or anything through her phone, but now she was thinking that maybe she should. Had Penny not been coming home when she'd been told to? School ended at 2:45, detention at 4:15, transit only took around thirty minutes and it was now almost six. Why wasn't the girl at the apartment?

She was about to call her, sure that she had been staying out later thinking that May had another shift at the hospital tonight, when there was a knock at her door. The woman got up from her chair, grabbing her glasses, and headed over to the chair sure that it was Penny, probably drenched and having somehow lost her key _and_ her spare key.

"Coming!" she called, unable to keep the slight anger and frustration out of her voice, "Penny you _know_ you're not supposed to be out this late. I mean, you're grounded for--"

"Evidently, I'm not who you think I am."

May stood in the doorway, her jaw hanging open and her eyes practically popping out of her skull, looking at the man who she least wanted to see in the entire world. He was dressed in a classy blazer over a vintage AC/DC shirt, his signature red-tinted glasses slipping further down his nose as he fixed her with a glare.

In her doorway was billionaire, superhero, playboy Tony Stark, who also happened to be the long lost father to her niece.

"I-uh--"

"May I come in Mrs. Parker?" he asked, his voice strained and falsely polite. She thought for a moment about saying no, about slamming the door in his face, finding Penny and getting on a plane, but she knew it wouldn't work. That it was foolish and dangerous to even think about. Instead, she snapped her jaw shut with and audible click and stepped aside, gesturing for him to come in. She closed the door behind him, feeling trapped.

He strutted into his apartment with an air of arrogance, pausing to look at a photo of her, Ben, and Penny that sat on a small side-table before looking away sharply and pointedly to stare at her instead.

"Cute kid. She here at the moment?" It wasn't really a question. She narrowed her eyes at him in contempt.

"No," she responded curtly, "Though she was supposed to be here an hour ago. Know anything about that, Mr. Stark?"

He glanced at her sharply, putting down the random stress ball he'd found by the couch.

"See, I'm asking the questions here," he ordered, "So let's just get to the chase. Why do you think I'm here?"

She hesitated. Surely he knew, he knew that her Penny had once been his. How, May didn't know, but he did. But maybe he didn't know why, didn't know that she knew.

"She uh, said something about an internship a couple of weeks ago, though I didn't know she'd applied," she replied, feigning ignorance, but she realized that Penny _might_ have actually taken that opportunity even after she'd told the girl no. Stark stared at her for a long, searching moment, his eyes narrowing at her from behind his glasses. He was clearly waiting for something. A confession perhaps, but she remained stubbornly silent.

"Well, she's a great intern. She has my eyes y'know?" he tilted his glasses down, exposing his dark brown eyes--the exact shade of Penny's--to make a point. She stilled, looking away from him for a moment.

"I don't know what you're talking about," she spit out, sounding very unconvincing. So Penny _had_ taken the internship. Stark's face twitched angrily, and he took his glasses off completely, stuffing them in his pocket.

"See, I think you do. I didn't, until I walked into your apartment. So lovely by the way, though it doesn't really reek of kidnapper, if you know what I mean," he continued to stalk around the room, coming closer and closer to where she stood with her arms crossed, "However, the FBI will need some hard proof. Interrogations and whatnot."

"The FBI?" she whispered, her heart dropping.

"Yeah, got a few contacts. Comes with being Iron Man, I guess." Before May could even register what was happening people were flooding into her apartment, all dressed in black suits. A few spread out to examine her home, heading into the kitchen and going to her room. She let out a shout as one of them opened the door to Penny's room, furious at them for invading her apartment, but was silenced when her hands were placed behind her back and cuffed.

The agent that arrested her began reading her the Miranda Rights and began taking her out of the apartment. May struggled against the woman uselessly. This was her home. Her life. _Penny_ was her life! They couldn't take that away from her!

Just as another agent came to help restrain her, Stark spoke up.

"I'd prefer not to ask again, Mrs. Parker. Where is Penny?" May glared at him, and the agents stopped moving her in favor of waiting for her to answer Stark.

She never did.

She narrowed her eyes at him until he finally waved her away, a deep scowl on his face and his eyes flashing in anger. As she was taken away and put in a sleek black car outside of her apartment, the thundering rain soaking her hair immediately, she thought she saw the distinct forms of Captain America and the Black Widow slipping out of a black SUV.

* * *

Penny stumbled onto a building's roof, slipping slightly in the rain. It was really pouring down, the rain pelting her through her suit so that she was completely soaked. She didn't think she'd ever be dry again, or warm. The rain was absolutely freezing.

"Ugh, this is awful," she muttered to Karen, "I can't even see anything. I guess I should probably go home, huh?"

There was a flash of lightning followed by a deep roll of thunder that made her flinch.

"That would be advisable, yes," Karen responded, and Penny swung off the roof towards her apartment that was about twelve blocks away. She kept slipping as she did, and she faintly wondered how soaked her backpack was. Maybe she should go and get that.

Lightning flashed again, the thunder that followed it even louder than the last time.

Maybe in the morning.

As she came upon her apartment she saw several cars parked out front, all black SUVs gleaming from the streetlights. There weren't usually that many cars outside her apartment. She stopped on a streetlight a building over to observe what was going on, her mask narrowing in time with her eyes. There were a few figures standing out in the rain under an umbrella. What were they doing?

She was about to ask Karen if she could tell what was going on when one of the figures looked up and made eye contact with her.

Natasha Romanoff.

They held each other's gaze for a few painstakingly long moments before the woman waved her over, catching the attention of the man behind her. Steve Rogers. Spider-Woman swung over to meet them, flipping and landing on her feet gracefully. Well, she stumbled a little, but it was raining like crazy!

"Good to see you again, Spidey," Ms. Romanoff greeted, a small smile on her face, "That sure was something in D.C."

"Ah, um, thank you, Ms. Romanoff," she stuttered, to which the woman told her to call her Natasha, "What are you doing in Queens? Is something happening?"

Ms. Natasha and Mr. Rogers shared a look, as though they were communicating with their eyes. It barely lasted a moment and Mr. Rogers turned to her hesitantly.

"We're looking for someone," he said, "A teenager. Brown hair and eyes, caucasian, short, female. She uh, works for Tony."

Penny blinked in surprise. Were they talking about her? Her throat felt dry as she spoke, wondering what she'd done. Surely they weren't talking about her, they were talking _with_ her right now!

"What's--what's her name?" she asked, and Ms. Natasha and Mr. Rogers shared another look.

"Penny Parker," Ms. Natasha answered, and Penny had to stop herself from swallowing. What the hell had she done? Instead, she nodded and tried to appear calm.

"Uh, I don't know if I've seen her, but I'll do a lap around, see if I can find her," she offered, to which the Avengers thanked her, telling her that they had their comms and to call them if she found Penny. Really _when_ she found Penny, since she knew where she was all the time.

She swung to where she thought she might've put her backpack so she could change into her spare set of clothes. She forced herself to take deep breaths as she stumbled into an alleyway, grabbing her bag (thank god it was still there) and changing out of her sopping wet suit to her slightly less sopping wet clothes.

Once she was in her jeans and nerdy shirt, and had stuffed her suit far down into her bag and covered it with books, she took off towards her apartment. She pulled out her comm when she was halfway there, figuring that it would be a reasonable amount of time for her to have 'found' Penny Parker, pressing the call button. She didn't really know _who_ she called, but Ms. Natasha picked up anyway, so she guessed it didn't matter.

"Romanoff."

"Hi, uh, it's Spider-Woman," she greeted nervously, "I found the girl you were talking about--Penny, right?--she's on her way now."

"How long until she get's here?"

"Probably about five minutes."

"Alright, thank you, Spider-Woman. We'll see you around," with that the woman disconnected. Penny shoved her comm back in her bag and continued running, anxious to get out of the way but dreading what awaited her at her apartment.

She arrived in front of her apartment for the second time that night, Steve Rogers and Natasha Romanoff still there, looking at her expectantly as she slowed down. There were a few people surrounding the Avengers that hadn't been before, all dressed in black suits. She eyed the guns they had on their hips nervously. Were they SHIELD or something? FBI?

"Penny Parker?" Mr. Rogers asked, stepping towards her as she walked towards them hesitantly. He looked welcoming as he approached her, holding out his umbrella until she was shielded slightly from the rain.

"Uh...yes, sir, that's me. Can I help you?"

"We're here with Stark Industries, we need you to get in the car," he told her, gesturing at one of the many black cars. She glanced between him and the SUV skittishly. Had she done something wrong? There was no way this was about Spider-Woman, so what had Penny Parker done? He seemed to notice her nervousness, his face softer as he looked at her, "It's okay, I promise. Someone just needs to talk to you at the tower."

"Okay, sir," she finally responded. He smiled and opened the car door for her. She glanced at Ms. Natasha before she slid in, surprised to already find a man in the front seat, and that she recognized him, "Mr. Happy?"

"Just Happy," he responded, and the car started moving as he pulled away from her apartment. She wondered if she could get a note for her homework tomorrow.

"What's happening?" she asked, "Did I do something?"

"It'll all be explained at the tower."

She slumped back in her seat, tapping her foot anxiously as she shivered and hugged her bag against her chest closely. Her clothes were going to take forever to dry, and the air conditioning in the car was so cold against her wet skin and drenched clothes she had to bite her lip to lip to stop her teeth from chattering. The seconds ticked by slowly as the city flitted by her window, the lights of the city competing with the occasional flashes of lightning.

Her hair had started to dry at the ends when Avengers Tower finally came into view, the bright glow distinguishing it from the dark sky behind it. Happy pulled into the parking garage of the tower, parking the car beside a bright red Audi.

"We're here, kid."

**Notes for the Chapter:**

> OOooOOOoOOo Now you have to wait >:-)))))) hehhehehheehehehehe
> 
> talk to meeeeeeee I want to hear your suffering!!!! :))


	15. Pigeon

**Notes for the Chapter:**

> The long awaited...enjoy >:-)))

Tony watched the cuffed woman be taken away, anger bubbling in his chest and glinting in his eyes. She knew. It was obvious. The way she'd clenched up when she'd seen him, the way she'd looked at him and how she'd avoided his questions. She knew that Penny wasn't hers, that the child she'd raised had been taken. Kidnapped.

He'd come to the apartment thinking that maybe she didn't know, that May Parker had been dragged into this unknowingly and unwillingly and had never seen Penny Parker as Penny Stark. Evidently, he was wrong.

Sighing heavily, he looked around the cozy apartment now swarming with agents, but no Penny. Parker had said that Penny was supposed to be home when she'd thought she was talking to the girl through the door, that she was grounded, so where could she be? It was likely that she had just disobeyed the woman and was hanging out with her friends instead of coming home, but his stomach still rolled into a knot as he swallowed nervously. Surely he couldn't come _this_ close and still fail? And _still_ lose her?

His breaths were becoming slightly shorter when his phone rang, blasting _The Star-Spangled Banner_ , which earned him a few confused glances from the agents currently in the kitchen, not that he cared. He picked up immediately, grateful that Cap and Nat had forced Tony to let them come with him.

After he'd gotten the results he had made sure he got the FBI to send some of their best agents to the Parker's apartment to wait for him and had rushed down to the common area where the team had been chilling after they'd sparred and trained for a few hours. They had been anxious and unsettled when he'd practically flew out of the elevator, his hair a mess and his eyes wide.

"It's her," he'd choked out, and immediately they'd stood up, their expressions identical, "I'm going to go get her. I've already got the FBI heading over there right now."

"Now? Is now the greatest time, Tony?" Steve had asked, his eyebrows furrowing in concern. The look he'd given the man; stressed, heartbroken, exhausted, and furious, had been proof enough that _now_ was the time. He couldn't be away from her for any longer.

"Okay, Tony," Nat had said consolingly, "A couple of us will go with you, keep an eye on things while you go to the apartment."

And so it had been decided that Steve and Natasha would come with him while the others would stay behind and make sure that the tower was completely secure. He'd also called Rhodey, who had just left a meeting with some government officials, and his friend had said he'd fly over to the tower and finish getting things set up for Penny. They'd left the tower, Happy driving him while Steve and Nat came in a different car, and Tony had called Pepper, cursing himself for not waiting for her for the millionth time that day.

"Hi, Tony," she'd answered the phone, "I'm on my way to the tower now. Did you want me to pick something up for dinner?"

"I'm on my way to pick up Penny now," he'd said instead, and Pepper had been stunned into silence, "It's her. The test came back positive, I'm going to get her before she has the chance to get hurt. I'm sorry, I should've--I should've waited, but I _can't_ wait anymore."

Pepper hadn't said anything for a moment, and then he'd heard a muffled sob on the other end of the line.

"It's really her?"

"It's really her."

"Okay," she'd sounded all business again, "Her room?"

"Painted and furnished. There's clothes in the wardrobe and her bathroom is fully stocked."

"Alright, I'll contact her school, let them know she won't be coming in for a while. We'll get it all sorted out once we've got all _this_ sorted out. I'll also make sure she has a room set up in the Compound too. Might be safer to have her there rather than in the middle of the city," she'd said, and Tony didn't know what he'd done to deserve her, to have someone as amazing as her in his life, "Remember this is going to be hard on Penny. She thinks her dad is dead, and she's about to discover she was kidnapped by the man she thought was her father."

"I know," he'd swallowed, and it had dawned on him how painful this was going to be. It wasn't going to be a reunion of hugs and kisses, maybe some shed tears. It was going to be awkward, it was going to be confusing and terrifying for Penny, "We're pulling up to her building now. I'll see you later, Pep."

Tony snapped out of his memory as he answered the phone, Steve's voice greeting him.

"We've got her. She's heading to the tower with Happy now. There's an FBI car in front and we're in the back," Steve said, forgoing a greeting, and Tony felt his chest loosen slightly. She was safe and she was on her way.

"Alright, I've got to clean up here and then I'll be there. Just make sure she gets to my floor with Rhodes."

"Got it," he hung up and Tony was left in the room with the agents.

There wasn't much he needed to do at the moment, just make sure that the apartment was guarded and treated as a crime scene. There were also some papers he apparently needed to get, to gain back custody of Penny and to provide proof to keep Parker in jail while the investigation went on, at least until he could get some concrete evidence that May Parker had known and was therefore guilty of kidnapping. He'd have to get Pepper to help him with that.

It took around ten minutes to get everything sorted out, and then Tony and the agents left the building, him to the tower and them to their office.

One of his self-driving cars pulled up as he walked out of the building, the gull-wing door opening up for him automatically, allowing him to slip in and out of the pouring rain. The moment the door closed Friday backed out of the spot and headed towards the tower, though he ended up taking the wheel from her. He broke several traffic laws as he sped down the streets, the times he'd used to do it when he was young seemingly kicking back in as he did.

Before he knew it, yet after what felt like several years, he finally pulled up to the tower.

* * *

"We're here, kid," Happy said. She watched him in apprehension as he got out of the car and opened the door for her, "Come on, kid. Out."

His voice was gruff, but not unkind, so she grabbed her bag and followed him as he led her to an elevator. It was different than the one she usually took to the intern floor, more spacious and high tech. She watched, her eyes wide, as he pushed the button for one of the top floors. Why was she going to the top floors!?

She didn't ask, just forced her anxiety down as the elevator took her to wherever she was supposed to be. Penny barely managed to keep herself from asking questions, from letting them tumble over her lips as they usually did, instead staying quiet in the awkward silence until the doors finally slid open with a quiet _ding!_

Her mouth hung open as she tentatively stepped out of the elevator. The room was _huge_ , bigger than her school cafeteria even. The windows at the end of the room were slanted, the world outside an inky black as rain hounded at the glass, and took up most of the wall. It was a modern style, with dark walls accented by marble and textured stone and an open space concept. She could see the kitchen, the living room, and the dining table all at once, as well as a second lounge area by the windows. The room was adorned with art probably more expensive than her apartment's rent for an entire year, some of which looked like it was made out of _actual_ gold. She even thought she saw a Jackson Pollock hanging above the table.

"Colonel Rhodes?" she exclaimed when she caught sight of him. He was standing by the kitchen counter, but began towards her when they made eye contact. She noticed that there was some machine on the counter, about the size of a printer, and wondered briefly what it was but didn't ask as Colonel Rhodes began talking to her.

"Call me Rhodey," he smiled at her, and she nervously shifted her backpack higher on her shoulders, still shivering, "Are you cold?"

"A little," she admitted hesitantly. There was no point denying it with her clothes still wet and dripping onto the floor.

"Alright, kid," Happy interrupted, "I'll see you later. You needed anything?"

She shook her head no and he stepped back into the elevator, him and Mr. Rhodey exchanging a look as he did, and the doors closed behind him. The girl waved at him as he went, now even more confused. Wasn't he her superior? The one who was supposed to take care of interns? "Is this about my camera?"

He smiled and chuckled, "No, but I will be getting you a new one soon."

"Oh, sir, you don't have to do that. It was probably worth, like, three dollars," she protested, but he shook his head.

"Yeah, well I'm still getting you one," Mr. Rhodey said, his face kind, and she debated asking him why she was _actually_ here when the man moved back to the kitchen and opened the refrigerator, "Have you eaten yet? We have leftovers, some frozen food too. Burgers I think."

"Oh, um," she wasn't sure how to respond. Now that she thought about it, she was starving. She hadn't eaten since she'd had a snack from the vending machine on the intern floor, but she didn't want to make Mr. Rhodey make her something, besides, she could eat when she got home, "I-I'm okay, Mr. Rhodey."

"You already ate?"

"Ah, no, no I haven't," she admitted, seeing no point in lying. He looked at her for a moment, frowning, and she shuffled uncomfortably under his gaze. The Avenger went back to looking through the freezer, pulling out a thin box after a few moments and starting the oven.

"You like pizza?"

"Yeah, but you don't--"

Penny was cut off by the quiet _ding!_ of the elevator announcing the arrival of someone else in the room. She turned to see who it was, nearly jumping out of her skin as _Tony Stark_ walked out of the elevator.

Iron Man stopped when he saw her, freezing like a deer in the headlights when they made eye contact. His hair was a bit wet, she guessed from the rain still pounding outside, and he was dressed in a sharp black blazer over an AC/DC shirt. His appearance was similar to pictures of him in the news, but he looked...confused, like he'd lost something.

She recovered first, stumbling over her words, "I, uh--hi, Mr. Stark. It's nice to--nice to see you again."

"You too, kid," he responded, smiling a little. The man looked over her shoulder at Mr. Rhodey for a moment. War Machine walked past her, gave Mr. Stark a pat on the shoulder, and stepped into the elevator, leaving her alone with Iron Man. Her eyes followed him the entire time, wide and curious as he disappeared. Why did Iron Man need to talk to her?

"Is-is this about the internship?" she asked, remembering that Mr. Stark had started HIP. What had she done? Had she messed up today? Was there some mistake, or maybe May had found out? Did this have to do with Spider-Woman? "Did I do something wrong?"

"No, no no, god no, kid. You didn't do anything wrong. Just..." he rubbed his hand on his forehead, making Penny blink in surprise. He was stressed, obviously worried about something, but what did it have to do with her? "Come here, kid. I gotta show you something."

Mr. Stark grabbed the machine that was sitting on the counter and placed it on the dining room table across the room, her trailing behind hesitantly. She hadn't paid much attention to the small contraption earlier, but now she couldn't look away from it. Questions raced through her mind, but she never found an answer. What was it? What did it do? Why did she need to see it?

"You're um...you've heard about my daughter, right? You said so yourself a couple of weeks ago, how she was taken?"

"Y-yeah," she responded hesitantly. She did. She remembered reading the articles, watching the news years after it had happened, remembered how shocked she'd been to learn that the girl had apparently been alive the whole time when she'd been at the Expo. Did they know she knew?

"We found out she was alive, a few weeks ago," she pretended to look surprised, "I've been chasing the lead since I got it, verifying it, keeping track of it."

He powered on the machine, the screen lighting up as he touched it. There were numbers on the screen, pictures of matching DNA popping up from the machine on a holographic screen, and her blood ran cold, as though she'd been doused with icy water. She tore her eyes away from it, her heart pounding. There was no way, _no way._ Her father was Richard Parker, he was dead, had been since she was six!

Mr. Stark turned to her, his eyes sad and hopeful at the same time. She blinked at him, willing it to not be true. May was her family. Ben was her family! Not, _not--_

"That lead was you."

Her heart stopped and her breath caught in her throat. She glanced between him and the machine, forcing down panic as best she could as she felt her eyes water. The atmosphere in the room seemed to change, becoming colder and tenser, the huge room becoming smaller and pressing in on her as breathing became harder.

"How do--but I can't--how could I be--"

"Hey, kid! It's okay, it's okay!" Mr. Stark exclaimed when she started panicking, rushing to assure her, "I know it's a lot. I get it, it's scary. But you're safe here, I promise."

She stared at him, the man she'd idolized for her entire life, who she'd dreamed of _meeting_ and working with. How could he be her father? She wasn't anyone special, she was just Penny _Parker._

"Can you do it again?" she asked, and his brows furrowed in confusion.

"Do what again, kiddo?"

"The test. The...paternity test," Penny clarified, swallowing. His eyes strayed to the machine, big and sad as he looked at her.

"Sure, kid."

He handed her a swab, and just like she had done earlier that day, she swabbed her cheek and placed the sample in the left side of the machine. Mr. Stark did the same on the right, pressing a few of the buttons on the holographic screen. The machine started up, and they waited.

Penny didn't say anything, just hugged her arms to her chest as she forced herself not to cry, blinking furiously. Mr. Stark didn't say anything either, just watched her out of the corner of his eye for a few minutes until he couldn't take the silence anymore.

"We gotta get you out of those wet clothes. You must be freezing, kid." She shrugged in response, just stared at the machine in front of her, a bar on the screen showing her the remaining time it would take. Two minutes, "Here."

He draped his jacket over her shoulders carefully, and she willed herself not to tense up, not to freeze. After a moment she leaned into it. The blazer was warm and soft, the smell of coffee and motor oil surprisingly comforting, and her jeans had yet to dry.

"What's going to happen?" she asked. Her voice was soft, barely a whisper, and Mr. Stark looked at her in surprise.

"What do you mean, Pen?"

"What's going to happen if...if I am your daughter?" He blew out a short breath at that, staring at the machine in apprehension, as if he too were eagerly awaiting the answer.

"You'll stay here, where I can keep you safe. You'll have to stay home from school for a bit while we install better security, keep the media at bay. If they don't know about you already, you can bet they will soon. Buncha' vultures."

She didn't respond.

Stay at Avengers Tower, no school, the media. It was all _too much._

Penny was tired. She wanted to go home, eat dinner with May and finish her homework and wake up like none of this had ever happened. To wake up and still just be Penny Parker.

The machine beeped, catching their attention. They both looked at it sharply.

_99.9% Match_

Penny stumbled back, her breath catching as she read the screen. _99.9%_ _Match._

She'd been living a _lie._ She wasn't Penny Parker, Richard Parker wasn't her father. Ben hadn't been her uncle, May wasn't her aunt. Had they known? Surely they couldn't have! They couldn't have kidnapped her, they'd raised her! Ben had given his _life_ for her.

"Hey, it's okay," reassured Mr. Stark, who rushed to steady her, her breaths quick. Too quick. _Mr. Stark._ Should she even be calling him that? "Here, let's just sit down."

Stuck in a stupor, she allowed herself to be led over to the couch. She sunk down in it, surrounded by soft throw pillows and blankets, and Mr. Stark sat next to her, though he kept his distance. Penny crossed her arms over her chest, leaning into herself and sniffling. Mr. Stark (Dad? But that didn't feel right, it felt wrong to even think about) didn't say anything, probably waiting for her to speak.

She didn't for a few minutes, feeling too heavy to even lift her head as she forced herself to take deep breaths. She felt calmer once she was breathing normally again. Not better, but calmer.

"So...you're--you're my dad."

"Yeah," he gave her a smile so unlike the ones she'd seen on the news or in interviews. It was soft and sad, exposing the wrinkles on his face that surrounded his eyes. They were dark and brown, and she recognized somewhere in the back of her mind that they looked exactly like hers.

"How?" she demanded, _"How?_ Didn't you live in California? How-how did I end up in New York!?" He looked away, his face darkening and his eyes filling with guilt, pausing before answering.

"It was April eleventh, a Tuesday, and we were at a science exhibit," he answered slowly, "It was one of 'our days.' I was CEO at the time, so I was always really busy, so we had days where we just spent the entire day together. We went to Disneyland a couple of times, Legoland, the park. Anywhere really, it didn't matter to me where we were, as long as you were having a good time. But this time...we were watching some documentary about Captain America, and...I should've noticed sooner, but I--I didn't."

"Noticed what?"

"The smoke," he answered simply, "There were a few other people there, and I guess they had some machine ready to spit out some kind of drug, 'cause it knocked you out and stopped me from being able to move, eventually it knocked me out too. The men--Phoenix, I guess--had gas masks, so they just _took_ you from my arms and ran," he looked down in shame, "You were pronounced...pronounced dead after six months. There hadn't been any calls or demands, security cameras had failed us...we assumed the worst. What had actually happened was Richard Parker took you to New Mexico and died in a plane crash two years later, leaving you with the Parker's in New York."

Penny sunk into the couch, sucking in a deep breath, her thoughts racing and fighting for dominance. Where did she even start? She'd been kidnapped. Her father wasn't her father. Her actual father was Iron Man...Iron Man had changed her diapers.

"What was my mom's name?" she asked instead.

"Mary," he answered simply.

"Huh. I was told her name was Elizabeth."

"Makes sense. Nobody knew who your mom was."

Neither of them spoke for a few seconds, the air in the room thick with the choking awkwardness.

"Where do we go from--go from here?" she stuttered out after the stretching silence. To her surprise, he held out his hand. She stared at it, eyes flitting between his hand and his eyes. He gestured for her to shake it, so, hesitantly, she did.

"Hi, I'm Tony. I like rock music, fixing old cars, and ignoring Steve for as long as possible." She smiled, huffing out a small laugh at the abruptness. He gestured at her.

"Um, I'm Penny. I like building robots, uh, Legos, and old movies."

"Yeah? What movies?"

"Ah, Footloose, Aliens, Star Wars--"

"--Star Wars is not old!" he protested, but he was smiling and his eyes were shining.

"It's like, forty years old!" she insisted, and Mr. Sta--Tony snorted in amusement. He opened his mouth to say something else, but he was interrupted by another voice.

"Sir, the pizza Colonel Rhodes put in the oven is done," said the feminine voice in what she thought was an Irish accent. Friday, she guessed. Tony excused himself and headed to the kitchen. Penny turned to watch him as he took the cheese pizza out of the oven, placing it on its box on the counter and grabbing a pizza cutter from a drawer.

"You hungry, kid?" he asked as he cut up the pizza. She shrugged in response. He grabbed a plate down for her anyway, bringing it over to the couch and handing it to her. He took a bite of his slice, "Don't tell Pepper we ate on the couch."

"Oh, um, okay." She then realized that the couch was a brilliant white. Oh no.

They ate their pizza in relative silence, and Penny still wasn't sure how to react. Should she be happy? The man sitting next to her was apparently her father who she'd been taken from so long ago she could barely remember. They had been reunited.

Should she be sad? Her life had been a lie. Her name, her family, where and who she'd come from. Ben may have lost his life protecting someone he wasn't related to, and he might not have even known.

"Does May know?" she asked when she finished her slice, unable to keep quiet for any longer. Mr. Stark tensed beside her just as lightning flashed outside. He put down his plate on the coffee table, turning slowly to look at her.

"We don't have hard proof, and she's being investigated right now, but...I think she does," Tony told her, and she looked down. May had known? Known that Penny had been kidnapped? Had she been part of it?

"Investigated?" she asked instead. He sighed.

"She's been arrested."

Penny looked up sharply, _"Arrested?"_

"Yeah, she's in FBI custody awaiting interrogation while they look into it."

"But, but you said you don't have proof! She's innocent! I mean, it's _May!_ She wouldn't--wouldn't--"

"--she did," he interrupted, "I knew the moment I walked in the door."

"She wouldn't," Penny muttered, crossing her arms. Mr. Stark sighed and leaned back into the couch, but he didn't argue. Penny knew, she just knew that May would never do that. May loved her! Yet little waves of doubt lapped at her mind. Was this why May had always hated Mr. Stark so much? Why she hadn't ever wanted her near him? Or even his company?

"Alright, Penny," Tony said consolingly, "It's not quite bed time, but would you like to see your room?"

She looked at him in surprise, "My room?"

"What? You think you're sleeping on the couch?" he got up and walked over to where a hallway started, turning and waiting for her. She stumbled off of the couch and headed after him. The hallway wasn't long, with only three doors, but it was wide and filled with even more art. There was also a painting of Iron Man hanging over a table covered in picture frames and trinkets, which she smiled at a little.

They stopped at the closest door, but didn't go in.

"This is my room," he said, "If you need me for anything--and I really mean _anything,_ you're hungry, you've somehow hurt yourself, anything at all--you can come and get me, okay?"

She nodded, "Okay."

"Even when I'm asleep. I don't mind, kiddo. I promise," they moved again when she nodded, skipping the second door and stopping at the one at the end of the hallway. He opened it and stepped inside, and Penny's mouth dropped open when she caught sight of the room.

The room was _huge,_ with pale blue walls and a huge window that stretched for almost the entire wall showing the New York skyline, though it was hard to make out in the thundering rain. There was a desk in the corner with a comfy looking rolly chair, small shelves were over the desk with a few books on them. The desk held a fancy looking computer that was probably more expensive than anything she owned. The king-sized bed was in the opposite corner with dark blue covers and a bunch of pillows and blankets that looked amazingly soft. There was a large flat-screen TV opposite the bed suspended on the wall, with another door right next to it that she assumed led to a bathroom. There was also a closet a few feet away from the foot of her bed.

What interested her the most though, was the small platypus plush sitting on the bed. Penny walked over to it, and with gentle hands, picked it up. It must have once been a bright yellow but now it was faded, parts of it matted in places. It was familiar somehow, but she didn't have any memory of it.

"That's Platty. Your godfather gave you that a couple days after you were born," Tony said, coming to stand beside her. She looked up at him, her eyes wide, "You took it with you everywhere. I don't think I could ever get you to let go of it."

"Who's my godfather?"

"Rhodey. And Pepper's your godmother." Pepper? Like Pepper _freaking_ Potts? _Woah._

"And you kept it?" she asked, gesturing to the toy. Tony's face changed, morphing into one of heartbreak and bitterness as he looked from her to the platypus.

"Of course," he croaked out, his voice thick. He gave her such a serious and mournful look that she felt her heart break a little just looking at him, "Penny, you were my whole life. You _are_ my whole life. Losing...losing you was the _worst_ thing that ever happened to me. I kept a lot of your old stuff. Of course, most of it was destroyed along with our house in Malibu."

Penny didn't respond, letting herself soak it all in. It still felt beyond surreal. War Machine had given her a platypus toy, Pepper Potts was her godmother, Tony Stark was her father.

"Do I have to call you 'Dad?'" Penny blurted out without thinking, and she immediately regretted the words that left her mouth. He didn't look angry though. Bitter and miserable, but not angry.

"No, Penny. You don't--you're not there yet, and you don't have to be. Just...just call me Tony."

Penny stared at him, and for the gzillionth time that night, she didn't know what to feel. She felt, sad, she supposed, thinking about the life she'd missed out on, and having grown up not knowing her father. But she loved May, and she had loved Ben, and she loved her life--as it had been. It was over now, she knew, everything was going to change. Penny Stark's world was different than Penny Parker's. Huh. She had a different name now.

Penny looked Tony in the eye, and she saw her own sorrow reflected in them, her own confusion, but there was something else there. Something she couldn't make out. Her stomach rolled as she looked at her father. How could she not have known? How could she have lived her whole life not knowing that she had a father?

Gently, hesitantly, Penny took his hand, her heart feeling as though it was going to burst out of her chest. He looked at her in surprise, but then his face crumpled.

"C'mere, Pigeon," he murmured, his voice breaking as he wrapped her in a gentle hug. Penny tensed up in his arms, but after a moment she forced herself to relax, melting in his embrace, "I'm sorry. God, _I'm so sorry, honey._ This is my fault, all my fault. I know you're not there, and I don't expect you to be--you don't have to be--but _I love you._ I love you _so_ much."

He hugged her a little tighter as tears pricked at her eyes.

**Notes for the Chapter:**

> Hehehhehehehehehehhehehehhehehehe
> 
> tell me what you think guys, i would love to watch you all freak out


	16. Little Miss Sunshine

**Notes for the Chapter:**

> Hey guys!! Hope the wait wasn't too long!!! Tell me what you think :-)

Tony watched the sunrise over the New York skyline as he sat in the chair facing his floor-to-ceiling window, watching as it lit up the pale gray sky. He hadn't slept much last night, or at all really. He'd been too...too--

He didn't even know what.

Penny was across the hall from him, hopefully sleeping in her own light blue room. His _daughter_ was with him again, at least physically. She'd definitely been freaked out last night, which made sense, but it hurt, how she had clung to the test possibly being wrong, how she had clung to May Parker.

Penny had refused to believe that the woman had done anything wrong, that she'd known the truth the whole time, so he'd moved on, let her at least try to start trusting him before she learned--believed, really--the truth about her 'aunt.' So he'd shown the girl her room, and he'd relished the expression she'd had as she'd explored it, her mouth hanging open slightly.

He'd almost broken down when she'd asked about Platty, about him keeping it, as if he'd ever gotten over her, as if he could've forgotten her. And her asking about calling him Dad...that, that had done it. It was just a reminder of how much he'd failed, of how she wasn't comfortable with him like she should be, because she didn't know him. It wasn't her fault, how could it be? But it had hurt nonetheless.

After she'd explored her room, Penny had finally gotten the chance to change out of her still sopping clothes and they'd headed back to the kitchen where they'd continued to eat their pizza on the couch while watching a movie.

As he'd sat there, pretending to watch the movie but really watching his kid, he could pretend like it was a regular Wednesday night with his daughter. That she had never been taken, that she'd grown up with him, that they had some semblance of a relationship that hadn't been shattered by the years of separation.

They'd watched _Little Miss Sunshine_ for probably about twenty minutes before Pepper arrived. She'd been waiting downstairs on Steve and Bucky's floor before making her appearance, Tony texting her discreetly and letting her know when Penny seemed more calm and ready to meet another person.

Penny's head had swiveled toward the elevator seconds before it opened with its pleasant chime, revealing his fiancée in her dark gray suit. She had smiled at Penny when the woman saw her, welcoming and sad, and Penny had straightened as Pepper walked over to them, a look of awe painted as clear as day on her face.

"Hi, Penny," Pepper had said, setting down her work bag and sitting in the white chair by the couch, "I'm Pepper, it's nice to meet you."

"I-um, i-it's nice to meet you too, Ms. Pepper," she'd responded, the look of awe not leaving her face.

"Pepper. Just Pepper," his fiancée had corrected, smiling, "Is your room alright? We can have anything changed. The color, the bed, whatever you'd prefer.

"No, um, the room's perfect, Ms--I mean, Pepper," Penny had insisted, hesitating a moment, "Are you really my godmother?"

Tony had almost interrupted with a snarky comment about her thinking he'd lied, but he'd forced himself to stay silent for once, instead letting Pepper steer the conversation.

"I am. Though I guess I'll be your stepmom soon." Penny had blinked at that, and he'd guessed that she was still getting used to the fact that Tony was her dad, or that she even had a dad. He'd wondered how long it would take for her to really be used to it.

"I mean, I guess--technically yeah," she'd stuttered, still looking confused.

"Did you want to watch the movie with us?" Tony had asked Pepper to relieve some of the tension, "We ate already, but I'm sure we could find something for you. Oh, kid, you want some ice cream?"

"Tony, it's 7:30," Pepper had reprimanded as Tony got up to raid the freezer of ice cream, taking out the Moose Tracks and Mint Chip cartons.

"It's not like she's got school, Pep," he'd argued, "Mint Chip or Moose Tracks, Shortcake?"

"Umm, Moose Tracks?"

"Excellent choice."

Pepper had rolled her eyes and come to join him in the kitchen, grabbing some leftover fried rice and putting it in the microwave. He had been painfully aware of Penny watching them nervously, it clear she didn't know what to do, or where she fit in in the new life he'd made with Pepper, one that hadn't included his daughter. One where he'd moved on.

He'd pushed those thoughts away, physically throwing them out of his mind to retrieve later when he wasn't around Penny. Maybe when he was drunk in the lab. For now, he sat next to his daughter and handed her her bowl of ice cream and unpaused the movie. Pepper had joined them a few minutes later.

"What movie is this?"

"Little Miss Sunshine," he'd answered, and Pepper had given him a look.

"Is that appropriate?"

"Penny said she'd already seen it. Right, kid?"

"Ah, yeah, I have," Penny had responded to uncertainly, clearly not excited at being caught between one of his and Pepper's 'arguments.'

"See, Pep. Nothing she ain't ever seen before. Besides, the film's _fine,_ it's not that bad."

It had been a pretty good movie, with Penny suppressing her giggles throughout the whole _Super Freak_ scene, even snorting a little. Warmth had bloomed in his chest, making him feel dizzy with the love he felt for the girl next to him. He'd thought he'd never get to hear his daughter's laugh again, that he'd never be able to make more memories with her. Yet here he was, eating ice cream with his daughter and his fiancée while watching a movie. It was surreal.

He'd never imagined he'd get this kind of life.

Once the movie had finished they'd sent Penny to bed. Tony had wanted to spend more time with her, but Pepper had insisted that the girl needed to sleep, stating that the day had been emotionally draining for Penny and that it would be better for everyone if she got the chance to recover and spend some time by herself. He'd grudgingly agreed.

Tony hadn't managed to fall asleep though. He'd tossed and turned restlessly in his bed until he'd finally gotten up and had sat in his chair, flipping through some designs for SI's latest computer. He'd considered going to his lab, but he didn't want the first night of Penny being back for him to end up quite possibly drunk and covered in motor oil, so he'd restrained himself.

Tony had finished up looking over the SI designs about an hour ago, so he had just been staring out the window until he thought it was late enough to get up and leave his room like a normal person.

Holding back a sigh, he got up from his chair, his joints popping as he stretched, and headed out of his room, placing a gentle kiss on Pepper's forehead as he went. The hallway lit up as he opened the door and began heading to the main room, illuminating the hallway and the rest of the room as he walked into the kitchen.

Should he start making breakfast? Penny would probably be hungry, but who knew when she'd get up and leave her room. Pepper usually didn't eat anything he cooked by himself, and he didn't even know if she was working today. Maybe he should try to make something anyway, something other than eggs, like a nice breakfast or whatever.

"Hey, Fri?"

"Yes, sir," his AI responded.

"How hard is it to make french toast?"

"There are plenty of quick and easy recipes to make french toast online, if you would like me to pull one up."

"Yeah, do that," he ordered.

It turned out to not be _too_ hard, but it was amazingly messy, and also pretty easy to burn. He ended up throwing away his first batch after flipping it to find the side completely scorched black. After that he was more careful with it, and he managed to make a few stacks that were only slightly burnt, he just hoped they didn't taste too bad.

He had probably been cooking for twenty minutes when Pepper appeared behind him, hugging his waist as she rested her chin on his shoulder.

"Wow, look at you," she complimented playfully, "Making french toast without completely ruining it. I'm impressed."

"Yeah, well, I try," he responded, "You think Penny will like it?"

"Do I think a child will like having pure sugar for breakfast?" she asked aloud sarcastically, "Yes, I think she'll love some french toast."

He smiled at her as she put a few pieces on a plate and smothered them in syrup and some powdered sugar, taking it over to the table after pouring herself a glass of orange juice. She was dressed in sweatpants and a plain sleep-shirt, so he guessed that maybe she'd be staying home today. Tony went back to making the french toast, almost completely through the mixture.

By the time he'd finished cooking and put the dishes in the sink Penny had yet to come out from her room. He looked at the clock on the oven to see that it was 8:19, and he wondered how late she was going to sleep in. How had she slept? Had she been too overwhelmed to fall asleep, or had she been worn out completely and fallen asleep the moment she'd gotten in her bed?

"What's Penny doing, Friday?" he asked his AI, moving to start his coffee.

"Ms. Stark is currently on her phone," she responded, and he blinked in surprise. He'd thought she was still asleep.

"Tell her breakfast is ready if she wants some," Tony told Friday, who he was sure was dutifully relaying the message to his daughter. Penny appeared about a minute later, looking timid as she walked into the room. She was wearing a pair of loose pajamas he had picked out, her hair tied back messily as much as it could be with as short as it was, "Morning, Pigeon. Want some french toast?"

"Oh, um, sure," she answered, heading over to him in the kitchen. He passed her a plate and she began stacking some toast on it, taking it over to the table to join Pepper, and he followed her once he put a few on his plate.

The awkwardness in the air was palpable as Penny picked at her food, her eyes downcast. He noticed that there were faint circles under her eyes, and he guessed that she hadn't slept very well. Nobody spoke for a bit, not sure how to break the awkwardness, until Penny finally spoke up.

"Um, do you have a phone charger or something?" she asked, looking nervous, "Mine's still at home and my phone just died."

"Sure," Tony answered, feeling a twinge of bitterness that she referred to the apartment as her home, "What kind of phone do you have?"

"iPhone four," she placed her phone on the table. The screen was cracked pretty badly, and he doubted that the poor excuse of a phone even worked anymore.

"We'll just get you a new phone," he said, and Penny spluttered in confusion.

"But-I don't--this phone is fine, Mr--I mean, uh, Tony."

"Nonsense. You're getting a new phone," he insisted, "Besides, I don't even have an apple charger. We'd have to go to your apartment to get that."

"Can we?" she asked, looking up at him, and he froze a little, "It's just, I have some things I need to grab from my room."

Tony looked at Pepper, her expression mirroring his own in concern.

"I don't think that'd be such a good idea, Penny," Pepper said, her voice gentle.

"Why?" God she was so innocent. She just didn't understand the life she'd been thrown into. That people would try to hurt her, that the moment the media figured it out she'd never be left alone again. That the life he'd dragged her into would be without privacy or insured safety.

"Pen, your life's going to be different now," he took over. Her big brown eyes were confused as she stared at him, "Once it gets out that I found you a lot of dangerous people are going to be looking for you, they might be now. We don't know much about the people who took you, or even why they did it. It's dangerous for you to leave the tower right now."

She was upset, that much was obvious, from the way her eyebrows furrowed and her eyes swam with confusion, and it tugged at his heart.

"Please," she begged, "It's just a few things!"

Tony looked at Pepper again, unsure. Maybe if they got a security team, and had a couple of Avengers come with them, then _maybe_ he would allow it, "I'll think about it. We'll have to get some security if we do."

"What about May? When do I get to see her?"

That Tony didn't know how to handle. She _didn't_ get to see May, plain and simple, but it was more difficult than that. It was clear that Penny saw May as family, that she loved the woman, and he couldn't blame her for it, after all, May Parker had raised her. But keeping her from seeing May, from leaving the tower, could cause her to hate him for restricting her freedoms. He wanted to keep her safe, that was his number one priority, but he didn't think he could take her hating him.

"Not today," he answered, hoping that the answer would satisfy her for at least the time being. She looked disappointed, but she accepted it, which he supposed was the best he could ask for. He steered the conversation, hoping to get her engaged again, "You can, however, see the Avengers once you finish your breakfast."

She stared at him in shock, her fork halfway to her mouth, and he knew the distraction had worked, "Seriously? I can meet the Avengers!?"

"Yep," he said, popping the 'p,' "They've all been dying to meet you, so I'd hurry up, Princess." Penny began shoveling her food into her mouth rapidly, making him chuckle. He turned to Pepper, who was on her phone, and looked at her curiously, "Are you going into work today?"

"Unfortunately," she replied, glancing up from her phone to look at him, "Not for a few hours. I've pushed back a few meetings and I'll be working on clearing my schedule for a family emergency, yours too. If all goes well we should have the next week off."

"Doesn't sound like a super relaxing vacation."

"Well, it's not a vacation, but that wouldn't be a bad idea," his fiancée suggested. Now that he thought about it, it wasn't too bad. Once they got things cleared up with Penny's school it was possible they could take a family getaway, even with the school's approval. After all, what was a better way to reconnect with your long lost daughter? He could take the team along too, some secluded resort in Italy would be nice. Maybe Australia, they had some wonderful beaches.

"Done!" Penny chimed, and he turned to see her plate completely cleaned.

"Damn, you eat fast, kid," he commented, and her ears burned red, "Are you still hungry?"

"Nope."

"Alright," he responded, standing up, "I guess we'll go see the team, then maybe a tour of the tower?"

"Uh, yeah, sure, that'd be cool," she said, feigning indifference. She took her dish and headed to the kitchen, starting on the dishes when he called her over.

"Later, Panda. The dishes can wait."

She blushed as she put the plate back into the soapy water, stepping over to him as he and Pepper approached the elevator. They took it down to the Avengers common floor where the team generally congregated for meals and activities. Tony discreetly made sure that the team knew they were coming, texting Rhodey that they were on their way.

The doors slid open and Penny looked over the room in awe.

* * *

The doors slid open and Penny looked over the room in awe.

The Avengers milled about the room that was similar to the one she'd just been on, but it felt more casual, with less fancy furniture and expensive art. The Falcon and the Winter Soldier were both in the kitchen cooking what looked like a mountain of pancakes and bacon while the rest of the Avengers sat at a dining table talking. They all turned and looked their way however when the elevator opened revealing her, Tony, and Pepper.

She seemed to freeze in place as she stared out over what was basically the Avengers' living room, not moving until Tony and Pepper walked past her, reminding her that she had legs. She shuffled after them, a little nervous as she approached the heroes. Why was she so nervous? She'd met them before!

But that had been as Spider-Woman, she reminded herself, when she had powers, when she had crafted her own identity. Now she was Tony Stark's daughter, which was both amazing and terrifying, but she didn't feel like his daughter. She just felt like...Penny Parker.

_Penny Stark. Your name's Penelope Stark now. Well, I guess it technically always was._

"Look who decided to join us," Mr. Rhodey joked, directing it at Tony. Tony smiled as Mr. Rhodey clapped him on the back. They were friends right? Of course they were, she scolded herself, he wasn't her godfather for no reason, "You eat already?"

"Yep, I made french toast," Tony bragged, and Mr. Rhodey fake gagged.

"Penny, you ate those? Do you need a trashcan?" Mr. Rhodey asked her in a slightly mocking tone, making her smile a little.

"No, uh, they were good," she replied.

"See! They were fine, Rhodes!"

"She's just saying that to make you feel better," Mr. Rhodey insisted, turning to her he said, "You're welcome to eat something if you're still hungry. Sam and Bucky are some damn good cooks."

"I-uh, thank you, Mr. Rhodey," Penny stammered. She was still kinda hungry, but she'd told Tony she was full. Would it be disrespectful to eat something else now? The bacon smelled really good though.

Mr. Rhodey snorted for some reason, "None of this 'mister' crap, kiddo. Just Rhodey."

"Oh, okay, uh, Rhodey," she amended, blushing as she realized that everyone was looking at her.

"Here, Pen," Tony took over, leading her over to the table, "This is Wanda, Vision, Natasha, and Steve, though I guess you met those two last night."

"Uh, yeah, I guess," the teen responded, giving them a small wave. They were smiling at her encouragingly, and she had to admit that it was weird to see Vision wearing a sweater and khaki pants, "Um, hi. I-I'm Penny. Oh, I, uh, guess you already knew that."

They responded with hellos of their own, still smiling at her. This was simultaneously the best and worst thing she'd ever experienced. The worst because her life had basically been thrown upside down and put through a blender and the best because, well, it was the _Avengers._ Tony directed her to look towards the kitchen, where she waved at the two men cooking. It smelled _so_ good.

"This is Sam and Bucky," he introduced, and she noticed curiously that he tensed when Bucky leaned forward a little to give her a small smile and a wave.

"Do you really have a metal arm?" she asked without thinking and immediately backtracked, "O-oh, uh, I didn't--didn't mean to, uh--"

"You're good, kid. I don't mind," he promised, lifting up his blue long-sleeved shirt to reveal the glinting arm underneath. It looked ridiculously intricate and advanced, with thin goldish rings around the arm. It was also rather musclely, and she wondered if it matched his other arm.

"Alright, enough from the Manchurian Candidate," Tony interrupted, "Grab a snack if you want and I'll show you around the tower."

Excitedly, she grabbed a piece of bacon and followed Tony back to the elevator, getting in after him as the doors closed. She wondered where they were going as the elevator took them down.

"You have access to all floors and rooms here in the Tower, though I wouldn't suggest just going into Steve's room whenever you feel like it," Tony started, then he seemed to think about it, "Actually, do. See what you can find to blackmail him."

"Oh, uh--"

"I'm kidding, Pen. I already have plenty of blackmail on Grandpa," he joked, and Penny smiled, holding in a laugh, "So, you've already been around the intern labs, but I thought I'd show you around mine. It's on floor seventy-nine. Our apartment is floor eighty, and anything above is Avengers related. Everyone generally shares a floor with one person, though they're not required to. So, Steve and Bucky share a floor, but Natasha has her own."

"Does Thor have a floor?"

"Technically yes, but he isn't usually around to use it. We could go look around if you want, it has a bunch of his random Asgardian stuff."

"Really, like what?"

"The meg--the megin--his magic belt," he answered after struggling a bit, "And some weird spears and a helmet. They're alright."

The elevator came to a stop and the doors slid open, revealing one of the coolest things she'd ever seen.

The lab was lit up by arc reactor blue lights, illuminating the spacious area. There were large windows that let in a lot of natural light, as well as multiple different stations she guessed for different projects. There were pieces of Iron Man armor laying around, as well as a full sets kept in glass cases. Different types of Avengers gear was on one table: arrows, shield prototypes, what looked like Falcon's wings, and a few other things she didn't recognize.

Penny followed Tony into the lab, closing her mouth quickly after she realized it had been hanging open in awe.

"This is your lab?" she asked almost reverently, and Tony chuckled.

"Yeah, sorry it's a bit messy at the moment. We technically weren't supposed to pick you up until Friday, so I didn't really have time to clean up."

She furrowed her brows at that. Why had he taken her early?

"Until Friday?"

"Yeah, but I'm bad with sticking to plans, so," he excused, walking further into the lab and searching through a drawer, pulling out a phone, "Which reminds me, say hello, Fri."

"Hello, Ms. Stark," came a voice, the same one as last night. She wasn't quite sure where it came from, so she compromised by looking at the ceiling. She of course knew who Friday was, Happy had told them, but she hadn't interacted with her before. Technically, they _were_ allowed to talk to Friday, but they were told it was generally for emergencies since she was usually pretty busy basically running the whole building, so she hadn't really talked to the AI.

"Oh, um, hi," she stammered back. Ms. Stark? That was kinda weird, but she guessed it was accurate, "Can you, uh, just call me Penny?"

"Of course, Penny," Friday responded.

"Just ask Friday if you need anything. She basically runs the whole tower, so she'll be able to help you out," Tony told her, passing the phone to her. It was large and sleek and probably super expensive. Penny didn't think that the model was even on the market yet. She nodded and he waved for her to follow him back over to the elevator, "Come on, I'll show you the rest of the Tower.

Tony showed her all around the Tower, at least the upper floors anyway. There was a gym/fitness room that looked state of the art, a room with an Olympic sized pool, the MedBay, his and Pepper's offices, an _actual_ movie theater, and even a bowling alley. Why did they need a bowling alley? She briefly imagined Hulk rolling a bowling ball and almost burst out laughing. He also showed her a floor that connected to the Iron Man landing pad outside, and it was apparently where they generally held parties and galas.

They probably spent an hour touring around the Tower, and it almost managed to take her mind off of things, how cool everything was, but the reality was that she wanted to go home, that she wanted to see May. Everything here was too _different._

Her room was bigger than her apartment's living room, and her bathroom _much_ bigger than the bathroom she and May shared at home. Don't get her wrong, it was all very nice, but part of it just felt...excessive. Her bath was the size of a hot tub! It had jet streams and it had so many buttons she didn't even know where to start on that thing. She didn't need all of that.

By the time they returned back to Tony's floor (her floor? Did she live here now or would she be able to go back to May?) she was getting antsy. She wanted to go back to her apartment and grab a few things, maybe text Ned so she could have some semblance of normalcy, which she brought up to Tony again.

He winced a little at her words, eyes shifting away from her as he sipped his coffee in the kitchen, "I don't know if going to the apartment is the best idea."

"Please," she practically begged, her voice soft and uncertain, "I don't want to stay there, I just need to grab a few things! We won't be there for long, and it's eleven in the morning, nobody's going to be around."

He seemed to cave as he looked at her, losing a battle with himself as he sighed. He pulled out his phone and started texting someone while talking to Friday.

"How fast can we put together a security team?"

"There are multiple different teams currently on base, though I would recommend Maria Hill and her approved members."

"Alright, yeah, she's great. Tell her we leave in thirty."

"Maria Hill?" Penny asked. She had heard about the woman, mostly on the news, but she thought she'd been a SHIELD agent or something. Well, she guessed SHIELD wasn't really much of a thing anymore.

"Yeah, old SHIELD buddy. She's been working here since the collapse, as a leading member of security teams and Avengers missions," he answered, "Anyway, we leave soon. You wanna go get dressed?"

She then realized that she was still wearing her pajamas, so, blushing, she hurried off to her room to change. She threw on a pair of nice jeans that seemed to fit her _perfectly_ (which was a strange experience, she had trouble finding jeans short enough for her) and a NASA sweatshirt she found in her wardrobe. They were ridiculously comfy, warming her as she headed back to the main room.

Getting out of the building was a bit of a hassle. Part of the security team left before them to check for threats, and then she got into a car with Tony, sitting in the shotgun while he drove. Happy was in a car behind them, and it all just seemed a little excessive. The fact that she was going with Iron Man seemed like enough protection to her, but at least it seemed to put Tony more at ease.

The tension that had been sitting in Penny's chest for the past half a day seemed to dissolve as her apartment came into view, and she felt guilty as it did. Tony was her father, they were related, he was supposed to be her family--but he felt like a stranger, and technically he was, which made her...sad, she guessed. What luck did she have that her and her father ended up as strangers?

"Alright, Bambina," Tony said as he pulled up by the apartment and put the car in park as she blushed at the pet name, "Up and at 'em."

He opened his door after checking for traffic, stepping out at the same time Penny did, and they headed into the apartment. The security team followed them surreptitiously, lagging behind a little bit as they headed towards the stairs.

"Is the elevator _still_ out of service?" he asked, tilting his glasses down a little to glare at the broken machine.

"Has been for...seven months, I think," Penny responded, heading towards the stairs, "Besides, it's only eight floors."

He just let out a loud, playful groan, following her as she started walking up the stairs. Like always, it was pretty easy for her, and she would've taken the stairs six at a time if Tony hadn't been there with her. As it was, she only took them three at a time, racing up until she finally reached the door to her floor.

Penny rushed over to her door, number twenty-four, and pulled out her key, which was on a little Iron Man key chain. She hoped Tony didn't see as she shoved the key in, blushing, and then pocketing it quickly.

The apartment was almost exactly as she had last seen it yesterday morning. All of their things were still there, the few plants May had managed to keep alive, the family photos, and her report card on the fridge, but it felt different. The atmosphere had completely changed, from warm and welcoming to dull and foreboding. She didn't understand why, even as she flicked on the lights, it felt so dark in the apartment.

"Okay, Mia Thermopolis, what did you need to grab?" Tony asked. Did he just reference the Princess Diaries? She smiled as she grabbed a bag off of a hook by the door.

"Um, a few things from my room, and then there was something in May's that I wanted to see if I could find."

He nodded, looking around the apartment in interest. She guessed it was weird for him, being in the place that she had grown up in when she had been supposed to grow up with him. It was a bit weird for her too, now that she thought about it.

Penny went to her room, glad to find that everything was also the same in there, and that it also felt much more friendly than the rest of the apartment. She grabbed her schoolbooks, notebooks, her nice pen, her phone charger (just 'cause), a few of her favorite shirts, and a couple of printed photos she had of her and Ned. She refused to grab anything from her closet, scared that Tony might see her Iron Man and Thor posters. Once she had what she needed she grabbed her chair and placed it in the middle of the room. Couldn't use her wall crawling with Tony in the room with her.

"Whatcha' doing?" he asked as she opened the attic door, and she was glad she had placed her old suit under some lockers at school.

"Oh, I just need to grab something from the attic," she answered, pulling herself up. She tried to make it look like she was struggling a little bit, even if it was really easy, to mislead him about her strength. It must have worked, because Tony came over to help her up.

"Here," he offered, grabbing onto her ankles and pushing her up.

She flinched, her heart stuttering as she scrambled the rest of the way up. It was stupid, _so_ stupid. Tony wasn't...him. He was Iron Man, her dad. He wouldn't hurt her, she told herself as she took a gulping breath, he hadn't even done anything wrong. He'd just been helping her up! She was fine. Everything was fine. She hoped he hadn't noticed, but when Tony pulled himself up after her he didn't give any indication to having realized her little freak out.

"What did you need from here?" he asked, looking around. Her attic wasn't as full of stuff as May's was, there were barely any boxes around at all.

"Uh, just Luke," she replied, getting up and shuffling over to where his little charging station was. She pressed the button on the side and Luke unfolded from his little box, letting out a beep as his camera focused on her in a way that felt similar to blinking, "Hey, boy! Sorry I left you here, bud."

He clicked happily at her, spinning in circles as he let out a string of joyous beeps.

"Impressive," Tony said, kneeling beside her. Luke looked at him questioningly as Tony held his hand out, and after a moment, his clawed hand shook Tony's, "Hm, he's got a good AI. You make this?"

"Uh, yeah, yeah, it was for my application to your company," she stammered, and he hummed in approval.

"This is great, honey," he complimented, and she felt her cheeks burn a little, "I'm sure he'll get along with DUM-E."

"DUM-E?"

"Yeah, a bot I made when _I_ was fifteen. Fair warning, he's an idiot."

She huffed out a laugh.

Once Luke was safely down from the attic and placed in the living room by her bag of stuff she headed to May's room, climbing into the attack with Tony close behind, though he didn't try to help her up this time. May's attic was much more cluttered, so Penny guessed they were going to be there a bit longer. Tony realized this too.

"What are we looking for?" he asked.

"Some photo albums," Penny replied, opening a box to find a bunch of scarves. May didn't even wear scarves, "I...uh, I thought you might like them."

She didn't look at him, turning away in embarrassment as she opened another box. She'd thought that maybe he'd like to see the pictures of her growing up, even if they were with someone else.

"Why do you have a box full of dead light bulbs?" Tony asked after a few minutes of searching. She glanced at him briefly before turning back to her box.

"I don't know. Never asked," she admitted, tossing the box aside and grabbing another one. The sound of clinking and soft thuds behind her made her look up again to find Tony dumping out the box beside him. The girl watched him in interest as the light bulbs came out in droves and god why were there so many? What was even the point?

She was about to ask him what he was doing when a stack of bound papers fell out after the light bulbs, landing with a small _thud._

"Bingo!" he exclaimed in a singsong voice, throwing the box aside and snatching up the papers. She hesitantly crawled over to him, unable to stand in the small space, to see what it was. He took the rubber band binding it together off, tossing it behind him and starting to shuffled through the papers.

"What is it?" she asked. Why had there been a stack of papers under a bunch of dead light bulbs?

"Records, I think," Tony answered, leafing through the stack, "Adoption records, of you of course, some stuff about you and--what do we have here?"

He pulled out a piece of paper from the stack and placed it on top, and she leaned forward to get a better look.

It was different than the other papers. Instead of being typed it was handwritten, as well as creased in a way that suggested it had been in an envelope for a very long while. It was also stained in the right corner, but it was so faded it was hard to tell what it had been. She began to read it over Tony's shoulder.

_Dear Ben, and possibly May,_

_If you ever read this letter then I am quite possibly dead. Dramatic right? But probably pretty true considering the nature of my job. Now, you may be wondering, I thought he worked as a scientist at SHIELD, how dangerous could that be? Well, jobs change, just like life._

_About five years ago I took a change in careers at SHIELD to work as a field agent, and I made some interesting friends along the way. His name is David, he's pretty cool, and he opened my eyes. He opened them to what the world could be, if only we can make the sacrifices, if only we can make the right deals. One of those deals was Penny._

_Here's some shocking information for you: She's not mine. She's Tony Stark's._

_I get you're probably scared, and most definitely shocked, but I didn't kidnap her. I_ saved _her._

_How I got my eyes opened, they're called Phoenix, and we are going to restore order. Penny's a puzzle piece of the plan, a puzzle that I don't have all the pieces to, unfortunately. But I do know this, she's safer with me, and hopefully, she'll be even safer with you. Stark wasn't fit to be a father. He got this angel of a kid on accident, I got her on purpose. A lot is going to happen to that man, a lot that would put_ my _daughter in danger, even more than he already had with how manipulative he was. Believe me, me having her (well, you, if you're reading this) is the best option._

_I'm hoping you never have to read this, but in case you do, you need to know a few things._

_Penny's a great kid. She's shy and reserved and it takes a while to get her out of her shell, especially with new people (which I learned the hard way). She doesn't like PB & J unless it's strawberry, and all her crusts have to be cut off. Oranges are her favorite, but only when cold. She likes butterscotch lollipops and she hates fireworks. I could fill a whole page with things like this, but I really shouldn't. We'd be here for a while, and I don't know if May's read anything that long since highschool._

_I don't really know how to end this letter other than give you a warning. Stark_ cannot _find her, no matter what. Burn this paper if you must, or at least hide it. Our files should keep her safe, and I don't know if Stark's even looking anymore, but don't draw attention to her. Let her go to school, let her grow up, but keep her away from Stark, and from the law. If she gets arrested for something (a bit of the stretch, but hey, I like to be prepared), it could cause Stark to find her, to start looking again._

_Take care of my girl, Ben. Take care of Penelope Riley Parker._

_Sincerely,_

_Your brother (and brother-in-law) Richard Parker_

"Penny? You alright?"

She didn't even notice the tears streaming down her face.

* * *

The car ride back to the Tower was completely silent, not a word spoken between them and the radio nothing but a quiet blur of sounds.

After Penny had read the letter, and tears had started falling from her eyes silently, they had left. He had managed to find the box with the photo albums she'd been talking about, piling her things on top of it and walking out the building while she carried Luke and his charging port. He'd have to help her give that bot some arc reactor tech so it wouldn't need to charge.

Tony hadn't quite expected the trip to Penny's old apartment to go _well,_ but he certainly hadn't thought that she'd end up silently crying in his car as she realized that the people who'd raised her had basically kidnapped her.

The letter had irked Tony, making him seethe in anger and he might've thrown something if Penny hadn't been there--but it had destroyed her. She hadn't spoken once other than a soft "Let's go" as she'd hopped down from the attic. He'd tried to engage her in conversation, to try and comfort her, but she just hadn't responded, so he was leaving her alone for the moment. It was probably just too much. The night before her life had been uprooted, but she'd at least been able to cling to the idea that her aunt had been innocent. Now, she didn't have any of that.

Sure, she had Tony, but she didn't know him, and it was clear she didn't fully trust him. He thought back to when he'd been helping her up into the attic, the way she had flinched away and then scrambled the rest of the way up, away from him. She hadn't said anything about it when he'd joined her, so he hadn't either, but he knew, deep down, that something had happened to her. Something bad.

He couldn't think about it at the moment, because something else bad was happening now.

By the time they had arrived back at the tower she had stopped crying, her cheeks a blotchy red as she sniffled. They got out of the car, grabbed her things, and headed to the elevator, Hill and the security team that had come with them going in a different way, followed by Happy, who threw Tony a worried look over his shoulder. The silence between them stretched on, only broken by Penny's sniffles and Luke's beeping, which sounded sadder than it had before.

"You hungry, Pen?" he asked softly after a bit. He just couldn't take the silence anymore. She shrugged in response, "We've got a lot of food upstairs, but we could order something. Whadda ya want for lunch?" Another shrug, and he bit his lip, "How about burgers? I know a mean burger place. Or sandwiches, if you'd rather that."

She seemed to think for a moment, "Can we get Delmar's?"

"Pardon?"

"Delmar's. Best sandwich shop in Queens," she supplied, her voice distant and soft.

"Well, I can't pass up the best sandwich in Queens now, can I? What's your order?"

Friday took it down and he told the AI to just get him what Penny got, but without pickles, as well as some ice cream from the bodega.

They placed Penny's stuff in her room and returned to the living room where she began to set up her new phone, a show that she'd said she enjoyed playing in the background. Happy brought them their food after about half an hour, and they ate silently as Penny texted her friends. He'd told her to not tell them about the whole being Penelope Stark bit just yet, so he guessed she had just told them that she was sick.

The two of them didn't talk much, even after they had finished their sandwiches, which he had to admit were really good, as they watched the show. He wasn't paying attention that much, lost in his own mind as he sat on the couch with his daughter. He didn't know where to go from there, how to provide her with comfort for this. She probably needed a familiar face, but there were none for her in the tower, though he loathed to admit it.

"Boss, I believe you should turn on the news," Friday interrupted, breaking through his muddled thoughts. She sounded concerned and he had to hold back a groan. What now?

"Go ahead, Fri," he ordered, and the cop show was replaced by the face of a news lady who looked rather excited despite how much she was obviously trying to hide it.

"We return with breaking news," the lady said, and a picture flashed up on screen beside her, making his heart stop. It couldn't be, there was no way anyone could know yet, "Today well known billionaire, Tony Stark, was spotted at an apartment complex in Queens, entering the building with a young girl," the grainy picture of them entering the apartment zoomed in on Penny's face and then changed to her yearbook photo, "This girl, identified by a tenant as Penelope Parker, has sparked much controversy online, with many speculating the possibility of Ms. Parker in fact being Ms. Stark."

"There is, as of now, no credible proof that this young woman is the same one that went missing over a decade ago. We are still anxiously waiting for Tony Stark, or Stark Industries, to release a statement either confirming or denying the identity of this girl," she paused for effect, "Joining us now is specialist Cooper Jameson to discuss the possibility of this young woman being the long lost Penelope Stark."

Neither of them spoke as the screen switched to a man who began to talk about instances of reconnecting kidnapped children and how possible it was for him to have found Penny, spitting out numbers and examples. Tony rubbed his forehead, letting out a stressed sigh that he just couldn't hold back. This was bad. Really bad.

"My bad," Penny apologized.

**Notes for the Chapter:**

> Little Miss Sunshine by the way, an absolutely hilarious movie. I recommend, though I would say to watch the whole movie instead of just looking up the super freak scene.  
> Also the like, helping her up scene, I was kinda thinking like how when helping you up someone might elevate your legs so that you don't have to worry about their legs?? If that makes sense?? Idk, just in case there was any confusion, yeah


	17. The Press

**Notes for the Chapter:**

> Happy Pride and Happy Protesting everyone!!

Everything dissolved into chaos, though, amazingly, not right away.

After she and Tony had watched the news he had sat there for a few minutes, just looking impossibly stressed, and Penny knew that she had caused it. If she hadn't begged to go to her apartment, to grab things she didn't really need (except for Luke, who she couldn't just leave alone, but maybe someone else could've picked him up), then nobody would've seen them. And maybe she wouldn't have seen that letter, wouldn't have--have...

Her brain felt broken, like she was drowning and thoughts just didn't work anymore. They had known, they had known all along. Why did they--but...she just didn't understand. So, like she usually did when it was all too much, she pushed it to the back of her mind. Stored it in a folder that she placed in a filing cabinet that she wrapped in chains and placed a large lock on.

Tony was on the phone now, and Rhodey had joined them on Tony's floor, making phone calls as well. She didn't know who with exactly, but she caught snippets of 'FBI,' 'Ross,' 'Williams,' and at one point she thought Tony was talking to Principal Morita. She wondered if she'd get out of having detention when she went back to school...whenever she went back to school.

"...yes, uhuh. Forward that to Pepper and she'll send you back our official statement. I don't care if she's in a meeting, send it to her now!" Tony ordered into the phone as she sat on the back of the couch watching him anxiously. He'd been on the phone for a while, and it didn't seem like he was any nearer to stopping, "Yes, I want them to print retractions...a press conference? Is that necessary? Run it by Ms. Potts, see what she says."

He hung up on whoever he was talking to and immediately dialed another number. It seemed like endless phone calls, endless conversations that were angry and panicked, the two men talking over each other in scattered conversations. At some point Pepper arrived and joined the throng of voices, and everything seemed to go more smoothly after that.

While they talked Penny read the numerous articles about her already. They were pretty bogus, but really entertaining to anyone bored out of their minds. She was a bit worried by the amount of information they had on her; her school, her (previous) address, and also her previous family. One of her neighbors must have really snitched. It made her nervous. What else did they know? Were people going to follow her around? Would she be able to go back to school?

With slightly trembling fingers--which was stupid. She was fine, completely fine--she copy and pasted the most accurate article she could find and sent it to the group chat.

**ted cruz works for kermit the frog**

**ned on a shed:** holy shit is this real??!! r u ok??

Penny sent a selfie of her flashing a peace sign with Tony, Pepper, and Rhodey all in the background, still on their phones.

**murderous jerk:** i have failed as a detective

you've failed at life

 **ned on a shed:** wait so he's actually your dad???

 **ned on a shed:** are u actually penny stark

maybe

Her phone began ringing, the loud ringtone cutting across the voices of everyone else in the room. She rushed to answer it, embarrassed, getting up and heading to the other side of the room as Ned began berating her with questions while MJ tried to get a word in. So it was a conference call then.

"--is this why you're not at school!??" Ned exclaimed in her ear, "You said you were sick! We thought we'd had some kind of scientific discovery, like, wow, mutants _can_ get sick--"

"--Ned!!" she cut across him harshly. No one could know she was enhanced. She hadn't thought about her powers recently, but...how would Tony react? She'd always been nervous about it with May, not sure if she just hated the Avengers or enhanced persons in general, but Tony hung out with people like her all the time. They weren't his daughter though...and that all didn't even begin to cover the fact that she was a superhero, "Quiet! Obviously I'm not sick."

"How did you find out?" he asked breathlessly.

"The internship," MJ supplied, like it was falling into place, "It was a front, wasn't it? To find you?"

"I, uh--yeah, I guess," Penny responded, hesitating. There was a lot to discuss, but she didn't want to do it out in the living room, even if the adults were on the other side of the room and properly distracted, "I found out last night," she said instead, "It's, ah, it's been a lot."

"Is there anything we can do?" Ned asked.

"I-I don't know, just, be normal I guess?" she suggested, "This--everything's so different and I don't know anybody here and..."

"You just need some normalcy," Michelle suggested when Penny trailed off. Penny nodded, but remembering they couldn't see her, she agreed verbally, "Great, 'cause I'm still not letting you off for decathlon. I'll email you all the work you'll be doing."

Penny snorted, "You're not even captain?"

"Yeah, but Liz is a senior, so, I'm hoping for the role next year."

They all talked for a little bit longer, Ned and MJ just telling her about the day she'd missed at school and that she'd be missing a test tomorrow. She'd probably miss a lot of tests. How long was she going to be out of school? She'd have to go back at some point, right? It's not like she'd stay in the tower forever.

Her friends were a good distraction, though Ned kept trying to ask her all kinds of questions about Tony and the Avengers--that she didn't even know the answers too--but Michelle was there to keep everything on track, which was nice.

"Flash really said that?" she snorted, covering her mouth, "I mean, I know my filter is low, but he really called Ms. Hernandez a bitch to her face??"

"Well, more like he said it _really_ loudly to Jordan," MJ responded, and she could practically feel her smirk, "He's got detention for all of next week. And he had to write a reflection and turn it in to her."

"Those reflections do _not_ work," she said, thinking about all the ones she had written. They'd made her write three after Washington.

"Them PSAs though," Ned joked, and she made a noise between a laugh and a groan, "They definitely work."

"I'm immune to them at this point, his words have no effect on me. In one ear and out the other."

They talked for a few more minutes until their free period ended and the two of them had to go back to class, and then they had decathlon afterwards, though they said they'd try and text her if they could.

Penny put her phone in her pocket and went back to the couch, slumping back down on it. She didn't know what to do, so she just watched Brooklyn Nine-Nine a little disinterestedly, just not really feeling it at the moment. Rhodey came and sat down beside her a few minutes later, no longer on his phone, and he gave her a smile.

"Doin' alright?" he asked kindly, and she shrugged.

"I guess," she responded as politely as she could. She didn't really know how she was.

"Were those your friends?"

"Uh, yeah, yeah. They're a little freaked out, but they're good. They, um, had to go back to class, so."

"That's good," he commented, "We're almost done with this. Your school's giving you at least three weeks off, maybe more depending on how all of this goes. You'll be doing work from home, and Tony and I are actually qualified to teach a lot of it, so you'll still be doing school."

"Oh," she blinked, "Thank you, but you don't have to teach me, you're probably really busy and--"

"It's no problem, PJ. Me and Tony are happy to help," he said with a smile, his eyes shining. She just blinked again.

"PJ?"

His smile dropped a little as he laughed awkwardly, "Sorry, uh, that's what I used to call you when you were little."

Right, because she had known him, because he was her godfather. It was a startling thought, even though she already knew the information, but the shock seemed to be coming in waves.

"But why PJ?" she asked, and he looked sad for a moment before he schooled his expression.

"Your middle name is James," he told her. She hadn't even thought about her middle name, too caught up in her last name, and she guessed it did sound familiar. She'd really only heard it from interviews she'd found online, and she'd just kinda forgotten. Penny looked at the man in front of her, Rhodey. Wasn't his name _James_ Rhodes?

"Am I named after you?"

"Yep, sorry you got a boring middle name," he apologized jokingly.

"Nah, I've never met a girl named James, so this is kinda fun."

He smiled again, before he looked like he remembered something, excusing himself he got up and headed to the kitchen, coming back with a box wrapped in red paper with a silver bow on top, "This is for you," he said, sitting down beside her again and passing her the box. She looked between him and the box in confusion.

"What--why did you get me a gift?" she asked, confused, "My birthday was last month."

"Yeah, but I missed it, and the birthday before that and the birthday before that _and_ the birthday before that," he said, counting off his fingers and making her laugh a little at his exaggerated tone, "You can be expecting a lot of presents from me by the way, so you'll just have to get used to it. Now, open it."

Still smiling, she undid the bow and tore off the paper quickly. Underneath the paper was a _super_ fancy camera, like the kind of fancy and expensive that she had probably once clicked on it on Amazon and immediately clicked off it had cost so much. Penny took it out of its box almost reverently, afraid to break it. It was a super cool camera, and she and Rhodey spent a few minutes figuring it out.

Talk about an upgrade from her old piece of junk.

"Wow, this has such high definition," she commented as she looked over the photos she'd just taken of Rhodey. The man peered over her shoulder to look at them, "Thank you so much, Rhodey! I can't wait to use this!!"

"No problem, Penny."

After hesitating a moment, she gave him a tight hug, and he froze for a second, making her wonder if she'd crossed a boundary, and she had been about to retreat with a 'sorry,' when he wrapped his arms around her. The hug was tight, almost a death grip, but she didn't mind. Rhodey was really nice, and despite not knowing him long, it felt like she already knew him pretty well.

"Alright," came Tony's voice from behind them when she and Rhodey broke apart, "We're still going to have to do some work, really get on top of this, but we've done all we can for the moment. We'll have to have a press conference, preferably sooner rather than later."

"Will I have to talk?" she asked.

"No, not unless you want to."

"I don't."

"That's fine," Tony smiled, "You'll stand behind me and Pepper, let them get a few pictures of your pretty face, and then it'll be over. Short and sweet."

She guessed that was okay. It'd be quick, quell the outrageous rumors she'd been reading online, and hopefully just calm everybody down, though she'd apparently still have to stay home from school. But was it just school? Could she not go anywhere? Surely it would be hard to notice her on the street, and she had her duties as Spider-Woman, she couldn't just stop that!

"Hey," her father said softly, grabbing her attention, "It's going to be okay, Penny. I know it's a lot right now, especially after reading--it's, it'll get better."

She noticed how he purposely skipped around the letter, grimacing as he almost mentioned it and immediately correcting himself. She felt guilty as he danced around her awkwardly, trying not to hurt her feelings, as if she had forgotten what she'd read only a few hours ago. As if if he didn't mention it then the truth would be false, that she hadn't been betrayed by the woman she loved like a mother, by the man she had loved like a father, and she didn't know how to feel about it.

Talking about it felt like she was being split in two, like her whole life was crumbling around her as Tony tried desperately to build the walls back up, but they kept crumbling anyway, faster and faster and faster fasterfaster _fasterfaster._

Avoiding it, dancing around her with careful wording and worried glances, was worse in a way, and better in another. Like a failure to acknowledge her life before, that, whether she liked it or not, she hadn't grown up with Tony and that that affected her whole life. But she almost wanted to pretend like she did, like she wasn't in pain, like she loved the man in front of her. But...she didn't, and she hated herself for it.

She just wished she could understand _why._ Why May and Ben hadn't told her, why they hadn't at least attempted to let her have a life with her father, why they had told her her family was dead, making her feel miserable and alone.

Her eyes narrowed in determination, the want to understand becoming resolute as she looked at Tony.

"I want to see May."

Tony's eyes grew fractionally wider at her demand, but his expression was quickly schooled into one of calm indifference, but she'd still seen the panic written on his face as he and Rhodey had exchanged glances.

"I just...I need to know _why,_ " she tried to explain, _"Why_ she didn't tell me, why _Ben_ didn't tell me. I just--I just..."

"You just need some closure," he finished for her. She nodded eagerly in confirmation, and he looked conflicted as he and Rhodey exchanged another glance, so many words exchanged without anything said, "I...I'll need to get a few things solidified before, and it might take a couple of days."

"Like what?"

"I need to get back custody of you, first of all."

She blinked in confusion, "You don't have custody?"

"No," Tony responded in a regretful voice, "May technically still has custody. I've sent in our blood results, and the, um, the letter, to a couple of contacts, as well as the detective heading our investigation. Happy's going to pick up the papers I'll need tomorrow, I'll sign them, and then I will _legally_ be your dad again."

Penny smiled a little. That was kinda cool, having a dad again, even if she didn't really see him as her dad. She'd get there, she reminded herself. Tony had told her he didn't expect her to be ready for family like he was, so she tried to stay positive as Pepper joined them.

"School is handled, the press conference is scheduled, and we start a two week vacation on Monday," Pepper announced, pocketing her phone. Tony gave her an adoring smile.

"You're amazing, y'know?" he told her sweetly, giving her a kiss on the cheek. Penny squirmed uncomfortably a little, feeling as though she was out of place in the domestic scene.

"When's the conference?" Rhodey asked.

"Tomorrow at two," Pepper answered simply. Tomorrow? That felt really really soon.

Noticing her probably panicked expression, Tony rushed to assure her.

"It's better to just get it over with. And it won't be that bad, Pen," he promised, going to put a hand on her shoulder but stopping himself and drawing his hand back. She watched him curiously, her brows furrowing a little in confusion, "Once it's over we'll come straight up here, and we can do whatever you want. Movie marathon, bowling, work on something in the lab--"

"--Can my friends come over?" she interjected, her voice small yet excited. Tony looked a little put out at her request, but, like he had earlier, he quickly recovered.

"Michelle Jones and Edward Leeds, right?" he clarified.

"Yeah, how'd you know?"

"A _very_ thorough background check when I first found you."

"So...can they?"

Tony puffed out a short breath of air, seemed to argue with himself for a minute, before hanging his head in defeat, "Sure, kiddo. But don't they have school tomorrow?"

"Yeah, oh shoot. The lab then?"

"Sounds great, Pigeon. Your friends can come over Saturday," everyone was silent for a moment, awkwardness and tension hanging heavy in the air. Nobody really knew where to go, how to smoothly transition conversations, at least while she was around, "How about we go work in the lab now? Could get a head start on your schoolwork."

Penny groaned playfully.

* * *

Tony lay on his bed, flipping through documents on his StarkPad as Pepper walked into the room from the bathroom, her hair pulled up in a towel as she changed.

They'd had dinner a couple of hours ago, after Pepper had had to drag him and Penny out of the lab, his protesting being cut short as Penny's stomach had growled loudly. She'd enjoyed the lab though, like a kid in a candy store as Tony let her look over the Iron Man suits, though he hadn't let her get hands on. Not just yet.

She'd had a good time, bounding around the room to play with DUM-E and Luke--who had gotten acquainted very quickly--and to just explore really. He'd seen how her thoughts had run a thousand miles a minute, bursting with ideas and excitement, and he hadn't been able to stop smiling the whole time. He'd missed this, missed _her._ How infectious her joy was, just how unending her energy was. In fact, he didn't think she'd lost any of her exuberant-four-year-old energy, which he was eighty percent sure that teenagers were supposed to grow out of.

It had just been him, Pepper, and Penny for dinner, as they'd felt that having her eat dinner with the Avengers might be too much for the already eventful day. So they'd eaten their takeout dim sum together quietly, nobody on their phone but nobody really talking either. Apparently the energy Penny had had in the lab had dissipated, and the air had felt tense and awkward again, thick enough to choke on.

He'd suggested they watch a movie afterwards, but Penny hadn't really been up for it, stating she just wanted to go to her room and call her friends. He supposed that was what she was doing now, and he wondered if he'd done something wrong, which he voiced to Pepper as the woman laid down in bed beside him.

"Do you think she's mad at me?"

Pepper had looked at him incredulously for a moment, her expression turning exasperated, "No, Tony. I think her life's been turned upside down and she needs some time with people she knows."

"...Right, yeah. Yeah that makes sense," he agreed, but he couldn't get the nagging voice out of his head that he'd messed up already, that Penny already wanted nothing to do with him. He pushed the thoughts to the back of his mind to retrieve later, when no one could disturb him.

"I've got good news."

"That's surprising," he snarked, "What?"

"The evidence we sent over has given the FBI probable cause to keep May Parker in custody until her official sentence," Pepper informed him with a wicked smile, looking quite satisfied with herself. He agreed if he was being honest. Parker deserved what was coming to her, and the probability of her getting anything less than thirty years with his team of lawyers was so beyond low it wasn't even funny.

"You're enjoying this aren't you?"

"Oh, very much," she agreed playfully, before turning a little more serious, "Some bad news, though."

"Aren't you supposed to do that 'good news bad news' thing so I get to choose?"

"The media isn't backing off," Pepper ignored him, "Not in the slightest, you know how they are. They're not just going to accept one press conference where Penny doesn't even say anything."

"What? You want her to give a speech?"

"No, Tony. An introduction would be nice, but I meant more about how she will have to give public appearances at some point, or the rumors and the stories are going to get worse, and you know how awful those can make you feel. I'd be surprised if that girl wasn't in her room reading them at this very moment."

"So what do we do? It's not like we can just go to McDonald's and expect to not get attacked. Or swarmed at the very least."

"Coordinate things. Take pictures, do interviews, go outside every once in a while, maybe we could do a gala, as like a 'welcome back' for Penny. It'd be public but controlled."

Tony scowled in discontent. He didn't like the idea of Penny in the press, with people asking her questions and taking photos of her and never giving her a moment of peace. He thought back to how people had criticized her when she was a _baby,_ for the crime of being a girl. He knew what it was like for women in the public eye; the criticism, the sexualization, the threats. There would be no escape for his daughter.

Pepper touched his arm in comfort, sensing his agitation, "I know you don't like it, Tony, but they're already talking about her. If we want to keep this even slightly in control, Penny's going to have to step outside of her comfort zone, or it's going to get worse. And you know what?"

A moment where he resisted not answering just out of spite. "What?"

"She has you," Pepper told him, "And she has me, and Rhodey, and Happy, and her friends, and everyone else in this tower. She won't be going through this alone."

Tony smiled at her, "Some hell of a pep talk, Pep."

Satisfied, his fiancée settled back into bed and grabbed a book by the nightstand while Tony flipped through some drafts of the new Accords on his StarkPad. They were still in early development, and they were boring as hell, but they needed to be looked over. The two of them sat in bed for over an hour in companionable silence, just existing together peacefully.

Nobody broke the peace until they started going to bed.

"Do you think Penny'll sleep tonight?" Pepper asked nonchalantly as she turned her lamp off, making Tony look at her with a start.

"What do you mean?"

His fiancee gave him a fondly exasperated look, "She didn't sleep last night, Tony. I've seen you enough times after you've stayed up too much to recognize the signs."

"Oh...Friday?"

"I can confirm that Ms. Stark did not have a healthy sleep schedule last night, only managing to get an hour of sleep," Friday informed him, and he felt a sense of dread creep over him. He hoped that it was just a one off thing, that she would be able to sleep from now on. But what if it wasn't? What if she didn't feel safe here, with him?

Tony gave Pepper a worried glance, causing her to place a gentle hand over his own, "She's going to be fine, honey. You just need to be patient."

He huffed dramatically and flopped down deeper into his pillows, "I hate being patient. I don't think I'm physically capable of it, just saying the word makes me shudder."

"Go to sleep then, it'll make time pass faster," Pepper remarked, and he gave her a playful glare, "What? I know you didn't sleep last night either. Go to bed, Tony."

"You can't make me," he sassed, scooching closer to her and burying his face in her shoulder. She let out a giggly laugh in response, her head dropping onto his. He wished that it could be like this forever--he'd make these moments last a lifetime if he could--that he didn't have to deal with Ross, or the UN, his past, or even with his life in general.

He did manage to fall asleep eventually, his head still resting on Pepper's shoulder as the world darkened without him realizing it.

He woke with a start after what could only have been a few hours of his rare peaceful rest. At first he didn't know what had woken him. Pepper was still asleep--her breaths deep and even--the TV was off, and no lights had been turned on.

The billionaire was about to try to go back to sleep, thinking that maybe he'd had a nightmare, or had just woken up randomly, when Friday spoke up, her voice soft and low so as to not wake Pepper.

"Boss, Penny had a nightmare."

He shot up in bed at that, cursing himself when Pepper shifted but glad to see she didn't wake up, "A nightmare?"

"Yes," Friday confirmed, sounding concerned, "She is currently crying and I believe she is in need of comfort."

Comfort. He could do that, he could comfort his daughter. It wasn't that complicated.

Carefully, he rushed out of bed and out the door, passing the bathroom and coming to a standstill at Penny's door, his heart breaking. He could hear muffled sniffles from behind the door, as well as pained gasps, and Tony hesitated. Would she want to see him? She barely knew him, to her, he wasn't her dad, he was a celebrity that was _supposed_ to be her dad, but that hadn't been. The man thought back to the times, albeit they were very few, to when he'd touched Penny and she had flinched or moved away, or how most of her smiles towards him were tight-lipped and tense. Was he really the person for the job?

A distant sob caught his attention, clearing all doubt and hesitation from his mind, like crystal clarity as he knocked on the door.

Immediately the crying stopped, only a few sniffles could still be heard from where he was standing. He cleared his throat, purposefully trying to make his voice gentle, "Penny? Can I come in?"

There wasn't an answer, just more muffled sniffling. He knocked again, debating if he should just go back to bed, if he was overstepping, when a soft "Come in," caught his attention. He opened the door, the light from the hallway flooding the dark room, to see Penny sitting on her bed, her legs thrown over the side and covered in a mess of blankets.

She was shaking slightly, hugging herself as she took in deep, tremulous, breaths. He made a beeline over to the girl, kneeling down in front of her and looking up at her face. She looked even more distraught up close, her cheeks red and blotchy and her eyes shining with tears that threatened to spill, making his blood run cold in fear. What had caused this? Why did she have nightmares this bad?

"Hey, Monkey," he whispered to her softly, "You alright?"

"I'm sorry," she hiccuped, cowering in on herself more, "I didn't--I didn't mean to wake you."

"I don't mind, Pen. You can bug me for anything, at any time, remember?" She didn't say anything, and Tony was at a loss of what to do. He'd comforted Penny from nightmares before, but she had been four, practically a baby, and Penny had loved him then, had had no boundaries or misgivings with him. And then the nightmares had just been something that a child had, they were normal for kids. Teenagers didn't have nightmares that scared them so bad they woke up in the middle of the night sobbing.

Forcing back a slightly pained groan as he uncrouched and got up, Tony sat beside Penny on the bed, noticing painfully how she tensed as he did. It would be easy to miss if he weren't so attentive. He shifted a bit away from her, hoping that it would put her more at ease.

"D'you want to talk about it?" he asked after a moment. Penny shook her head in a clear 'no,' but she was still shaking like she was caught in a snowstorm. Yeah, that wouldn't do, "Talking usually helps me after a nightmare."

Her head snapped to look at him, her eyes wide, "You-you get nightmares?"

"Yeah, occupational hazard," he responded, and Penny blinked in a way that made him think that she was once again reliving the fact that her father was a superhero, "This isn't about _my_ nightmares though. They're about yours. You sure you don't want to share with the class?" Penny seemed to consider it for a moment, but she still shook her head, albeit looking more reluctant this time, "How about we just watch something then?"

"It's one AM."

"Hasn't stopped me before. Here or the living room?"

"...Living room."

"Excellent choice," he encouraged, getting up and waiting for her to follow. She grabbed the pink blanket that had been sitting on her bed, pulling it around her shoulders as she followed him. Friday lit up the hallway as they went, but kept the lights relatively low. The TV was already on when Penny sat down on the couch while Tony headed to the kitchen.

He heated up some milk and made two cups of hot chocolate, complete with plenty of marshmallows and whip cream on top. He handed one to Penny when he sat down on the couch, and she looked at him a little surprised.

"Nightmares allow for some late night sugar," he excused, taking a sip of his own cup. Penny followed suit, sipping at her own beverage tentatively, "What should we watch, Panda Bear?"

"Oh, um...whatever is fine." she said, and Tony shook his head.

"Your nightmare, your choice."

"Then, uhh, Parks and Rec?" she suggested after some thought, and he hummed in appreciation.

Friday began playing the pilot episode, and he and Penny watched as the characters argued on the screen. It was good, distracting, and Penny relaxed as they watched. She stopped shaking ten minutes in, and had slumped bonelessly against the couch after the second episode. Neither of them spoke for the better part of an hour, just drinking their hot chocolate in silence. But not awkward silence...it was companionable. Calm.

Tony thought back to all the days he'd missed, to all the days he thought he would miss after she was taken, to how he never thought that this would happen. The idea of him sitting next to his daughter, drinking hot cocoa as they watched a show, had seemed so far off and distant, like a dream you forgot the moment you woke up. But here he was, doing what he thought he'd never get to do, and he cherished it, he cherished her, because she was a damn miracle.

Halfway through the fourth episode Penny began nodding off, her head and eyes drooping, her cup tipping in her hand. Gently, he took the cup and placed it on the coffee table beside his own. She scrunched up her eyes as he did, as if she couldn't remember what was happening, and the look reminded him of a disgruntled puppy with her big brown eyes. She didn't question it though as he leaned back into the couch, the pillows shifting around him.

They still didn't talk, just watched the show, until Tony felt a weight drop on his shoulder. He looked to his left in surprise to see Penny asleep, her head resting against his shoulder. She looked adorable, her face relaxed and peaceful, her breathing slow and even, and his heart felt like it might burst, which was cheesy, but the best way to describe how he felt at the moment.

"Just wore yourself out, huh, Bambina?" he whispered soothingly. He brushed a strand of her hair away from her face tenderly, smiling down at his daughter. Just like when he had been in bed with Pepper, he wished he could freeze this moment, that it could always be like this. He let it be like that for a while, the show still playing in the background as Penny began snoring softly, which was the most adorable sound he'd ever heard.

"You'd probably appreciate being in bed instead of the couch," he remarked as the episode ended. He didn't want to move, but his back was disagreeing with him, and tomorrow--today, really--would be busy. The bed would be better. Holding back a groan, he managed to get up without waking Penny, before bending down and picking her up.

She was surprisingly light, which he guessed made sense for her height and stature, but it still worried him. Then again, she'd always been small. He pushed the worries out of his mind, at least for now, as he collected the girl in his arms and carried her back to her room. The lights turned off behind him, but they turned on as he went into Penny's room, though only by fifteen percent. Still, she stirred in his arms, her eyelashes fluttering as he placed her in bed.

"Ben?" she muttered, her voice groggy and her face filled with confusion as tears pricked at her eyes again. Tony flinched, taking in a short breath. Did she want Ben? Did she still prefer the man over him?

"No, sweetheart. It's Tony," he corrected gently, pulling the covers up over her. Penny frowned at him.

"Oh, sorry," she apologized, and he shushed her.

"It's fine, no big deal, Pen," he smiled tightly, resisting the urge to press a kiss to her head or tuck her hair behind her ear again, "Go to sleep, kid, and maybe I won't embarrass you tomorrow."

She muttered something he couldn't make out, turning in her bed, her movements sluggish with sleep. He smiled again, getting up and leaving the room, flicking the lights off behind him.

He slipped back into his own bed, cuddling up next to Pepper, and managing to fall back into a blissful asleep.

* * *

Penny looked down unconsciously as her phone buzzed, much to the chagrin of the woman trying to apply her makeup. She had less than thirty minutes before the conference started, and she was starting to regret even agreeing to be there. Couldn't Pepper and Tony just say she was alive and they could move on? Because this was exhausting, and she hadn't even had to talk to anyone yet.

"Careful," Tony warned playfully from where another woman was doing his makeup, dressed in a sharp three piece suit. She resisted the urge to stick her tongue at him, instead just sitting up straighter as the woman--Jess, she thinks--continued to apply blush on her face. She didn't generally wear makeup, but she had always thought it had been fun. She'd used to put some on before she'd become Spider-Woman and had discovered that wearing a sweaty mask and makeup didn't really work together.

"Tony, you can barely sit still yourself," Pepper reprimanded from where she sat on her phone, her makeup already done. She wore an elegant white figure hugging dress that was similar to the one she'd given Penny that morning, though hers was black. It was sleeveless and fell just past her knees, and she guessed that that was what you were supposed to wear to a press conference, not that she'd ever been to one.

"Please, I'm great at sitting still. You've never met anyone more able to sit still than me."

"Penny was more still as a baby than you are now."

"That's not fair," Tony protested, "She slept half the day and ate the other."

They bickered for a few more minutes back and forth, and Penny had to keep herself from smiling, her lips twitching in amusement. Happy joined them a few minutes later, muttering crossly as he closed the door behind him. She guessed he was dealing with security at the Tower since they were holding the press conference on one of the lower floors. And well...that was his job.

"Has anyone even heard of a badge? Or how to properly wear one? You'd think we forced these people to come here instead of inviting them," the former boxer exclaimed in frustration. She saw Tony smile in amusement as the makeup artist finished up, letting him be free. She wished the same could be said for her, she thought as she was forced to close her eyes for eye shadow.

"Have you ever heard of not freaking out?" Tony joked, and Happy huffed.

"Well excuse me for trying to keep Penny safe. Y'know, the last time I was suspicious of someone I was right and they tried to kill us," Happy rebutted, and Penny had to keep herself from wincing. She wondered when that had been. Iron Man had a lot of enemies, so she didn't have a lot to go off of.

"Yes, thank you, Happy," Pepper consoled, "How's the perimeter looking?"

"It's all clear, and no one who wasn't on the list has tried to show," he confirmed, "The last of the cameras are being set up as we speak and everything should be ready in ten."

"Great. Thanks, Hap." Tony said, patting him on the back, "Now go harass some interns or something. We'll be out soon."

Happy left as quickly as he came with a terse goodbye and a promise to be back later. The women doing their makeup left shortly after, and Penny was finally free of brushes constantly poking her face. Well, she guessed that wasn't fair, Jess had been really sweet.

Penny didn't get up from her chair, just played on her phone to try and control her nerves. They were startlingly strong, all consuming and bubbling under her skin, making her feel itchy all over. She'd just gotten a text from Ned saying that her class was apparently going to watch the conference live--and so were a lot of other classes, so that was just _great_ \--when Tony sat beside her.

"You feeling alright?" he asked, and she shrugged in response.

"I--um, yeah, um, I'm fine," she stuttered unconvincingly, "Just, nervous."

"That's alright. It's natural to feel nervous."

"Are you nervous?" she dared to ask. There was no way _Tony Stark_ was nervous of the press. He handled them like it was no big deal, like he'd been doing it since birth, which, she guessed he had. He fought aliens and robots, had come out as Iron Man to a room of clamoring reporters like it was nothing.

"Yeah," he responded, much to her surprise. He chuckled a little at her shocked expression, "I've been dealing with them for my whole life kiddo, and it gets easier, but I won't lie to you, they're a lot to deal with. And they're harder to deal with when it's about you."

"Oh, sorry."

"No--kid, that's not what I mean," he sighed exasperatedly, "I mean I just wish they'd leave you alone, not that you've done anything wrong."

"Oh, sorry."

"I don't think you're really catching my drift here, honey. You don't need to be sorry for anything, none of this is your fault."

"Oh, sorry," she said for a third time, giving him a cheeky grin. Tony smiled and shook his head in fond exasperation.

"You're a brat, y'know that?"

"Got it from you."

"Hurts," he responded in a falsely wounded voice, placing his hand over his heart, "Hurts right here, Pigeon."

She smiled at the nickname, which she noticed Tony had a lot of, for everyone really. She liked them, Pigeon and Bambina being her favorite ones so far. They were endearing, like she and Tony were an actual family. It was strange, how well they'd clicked already, though she guessed wasn't much compared to how comfortable and trusting she'd been with May and Ben.

Penny knew she was still being quiet, still being reserved, especially for her, but it was easy to talk with Tony. She thought that that was on purpose, because he seemed so different to how he acted in the news, and even with other people. He was harsh, and snarky, and kind of an asshole, but she could barely imagine him angry at all after every conversation she'd had with him. Which was weird, because he had been downright terrifying when Phoenix attacked at the Expo.

"Right, we better get going," Tony started after a moment. He got up and held out his hand, pulling her up with him when she accepted it. Pepper joined them as they walked out the door, giving her a reassuring smile, and Happy and Maria Hill escorted them.

They walked down the hallway silently, the sounds of their footsteps the only thing they could hear. Well, all _they_ could hear. Even though most of the Tower was soundproof she could hear a lot of what was going on, though she usually tried to block it out. The enhanced teen could hear the boisterous noises of a crowd as they walked closer and closer to what she was sure to be her demise.

Penny didn't have any charisma whatsoever. She could barely present a school project! And so what she wasn't going to really say anything, it was still nerve racking! What if she walked weird, or made a dumb face? What if sneezed, or just started coughing? She couldn't still have asthma attacks right? Her inhaler was in her bag upstairs, and she didn't know if she'd recover from the embarrassment of not being able to breathe during her first public appearance.

They stopped at the door, the crowd inside murmuring anxiously. She heard plenty of reporters talking to cameras, explaining the situation and talking about what was going to happen, making her anxiety climb even higher. Tony gave her a consoling look, and she felt her nerves dissipate, just a little.

"Okay, Penny," Maria Hill said, her voice ridiculously confident and calming, "It's going to be loud in there, and they're going to yell at you a lot. Just make your way to the stand and stay close to Tony."

She nodded, swallowing.

"Oh, one more thing," Tony interjected, reaching into his pocket. He took out a pair of red tinted glasses that looked a lot like the ones he was wearing and placed them on her face gently, "There, now we match. You ready, kiddo?"

Somehow, the glasses made her feel more confident, so, squaring her shoulders, she nodded. Maria and Happy opened the doors, and immediately her ears were pounded by tumultuous yelling.

There were flashes, and as she stumbled into the room, mics and cameras were shoved in her face, asking for statements and wanting to know everything about her. She thanked God for the glasses blocking out the bright flashes, but they did nothing for her ears, and she was beginning to get a headache. The reporters were mostly held back in their rows of seats, but that didn't stop them from overwhelming Penny from where she was standing.

"Penny, how is--"

"Penny! What do you--"

"Where did you grow--"

"How did--"

"Penny!!!--"

A hand grabbed her own and pulled her forward gently, making her realize she'd stopped. She blushed as Tony got her back on track and they arrived at the slightly elevated stage. She spotted Rhodey, decked out in his military outfit with all of his medals and pins, and he gave her a wink, to which she smiled weakly back at him. The Avengers stood at the edge of the stage, basically just looking threatening, but they all gave her smiles as she passed them, Maria Hill and Happy dispersing to take up spots around the stage with the team.

Tony stood behind the stand, where there were probably eleven microphones placed in front of him, all labeled with their news station. She stood to his left, barely a foot behind him, while Pepper stood to his right, looking elegant and proper. She tried to emulate the woman's pose, sticking her head up a little and hoping she'd looked more confident than she felt.

The voices quieted down as Tony cleared his throat, but cameras lifted to take more pictures and plenty of journalists lifted their pens in anticipation.

"As I'm sure you all know by now, this is Penny," he said, gesturing to her with a wave of his hand, "We've been tracking her down for about a month and I regained full custody of her this morning. She is a minor and will be treated as such, so if I see one of your shitty news sites print something about her that you shouldn't, I will sue you so hard you won't even know what hit you. Any questions?"

He went from threatening to falsely nice so quickly that it gave Penny whiplash. Apparently, so did the reporters, who took a few moments to recover, but once they did they were as loud as before, yelling questions and raising hands to try and get Tony's attention. Tony pointed at a woman in the front with bright red hair.

"How did you find out about your daughter?"

"That is confidential," he responded, pointing at another reporter.

"How do you plan to prevent Penny from being taken again?"

"Lots of security," Tony said wryly, "As well as the promise that if anyone messes with her, a very angry Iron Man and team of superheroes will kick their ass to kingdom come."

He pointed at a man in the middle of the crowd on the right, "Penny, how do you feel about having Tony Stark as your father?"

Penny blinked, looking at Tony with wide eyes. She didn't think anyone would ask her anything, or that she'd even have to think about answering something. God, she hoped she didn't look like an idiot as she practically glared at Tony for a rescue. She wanted to be back upstairs, by herself, not having to talk to anyone about this.

"I--uh, um...he's cool and uh, really nice," she mumbled, hoping that they heard her. By the scribbling of pens, she guessed they did. They couldn't have asked anything else? She barely knew Tony, and he _was_ really nice--the blurry events of last night reinforced that--but it was just a hard question to answer. She liked Tony, but she just wished that her life had been normal, or well, her normal, that May or Ben hadn't been part of a kidnapping and that Elizabeth and Richard actually were her parents.

She saw Tony give her an encouraging smile from the corner of her eye before pointing at another reporter and immediately felt guilty. He had been nothing but kind and supporting, making sure she could go outside, that she felt comfortable, that she felt safe. And despite everything, she did. Who the hell was going to mess with the girl who had Iron Man as her dad after all?

The conference continued on for another fifteen minutes in which Tony and Pepper mostly answered questions. A few more were sent her way, but usually her dad and her godmother would answer them for her, which she was grateful for. She didn't know if she could take the embarrassment of stuttering in front of the room full of people and however many people were watching again.

"Okay, last question," Tony announced, pointing at a woman at the front, "You."

"Mr. Stark, how are you planning to care for Penny? You haven't been a parent for years, and neither of you have seen each other for over a decade, in which she was raised by someone else, so there must be some disconnect between you and her."

Tony stiffened, looking impossibly tired for a moment before masking it behind cool indifference like he usually did, "I'm planning to care for her how any other parent would; by supporting her. And yes, we don't know each other very well, but it isn't about me. It's about providing for Penny, and that's all I want to do."

He gave her a sideways glance, his eyes--so like hers--full of affection as he graced her with a small smile.

"Alright, conference over. Thank you for invading our privacy once again, nice meeting you all," Tony said, his voice so sarcastic it physically hurt. He extended an arm to Penny, which she took hesitantly, and suddenly Steve and Bucky were escorting her, Tony, and Pepper as reporters continued to yell at them, assaulting her with loud noises and bright flashes. God, these glasses were great.

They passed through the door after what seemed like forever, the doors closing behind them shutting out the noises and lights from behind them. All the adults gave her encouraging smiles as she let out an anxiety-ridden sigh.

"You did really good, Penny," Pepper encouraged, which was dumb because she hadn't really done anything. But she was thankful nonetheless.

"Yeah, better than my first press conference," Tony commented, and Penny smiled in curiosity.

"What'd you do?" she asked.

"I threw chocolate milk at a reporter. Smacked 'em right in the face. Honestly, I should've been commended for my aim, but I was grounded instead."

They all snorted, even Bucky, his nose crinkling up in amusement.

"Do you want us to get you to the elevator or to do crowd control?" Steve asked helpfully in his incredibly deep voice. Tony waved him off, tucking his glasses in his suit pocket.

"I've got a suit positioned in this hallway for any kind of emergency, so we'll be good. Thanks for your help, Cap. Barnes."

Steve and Bucky left with a nod, leaving them to go the elevator so they could get back to their own floor. Penny, for one, was ready to get out of her dress and not have to deal with any more people taking photos of her. She wondered how long before another news article came out about her. Probably not even an hour.

"Alright, how about a snack and a movie?" Tony asked, "Or we could work in the lab. I've got this old car that needs fixing up that I just bought. It's an old Ferrari Spider."

"That sounds great," she sighed.

**Notes for the Chapter:**

> Hi guys! Hope everyone's having a good pride and that you're all staying safe if you're protesting. Don't forget to wear your masks!! Tell me what you thought about the chapter! Because, I mean, I really liked writing this one. Love you guys <3<3<3<3


	18. May Parker

"May Parker?"

May looked up at her name, looking at the officer beyond the bars from where she had been for the past day and a half. It was relatively small, and obviously a temporary cell, making her wonder where she'd be moved to next. She knew Stark had that fancy prison where mutants and freaks were kept, but could she be placed there? It wasn't for normal people, and though Stark definitely hated her, she didn't know if she'd actually be put there. But, who knew?

The woman who had called her name opened the cell, the bars clinking as she did, and May blinked in surprise, "Your lawyer has some questions for you."

May nodded and allowed herself to be cuffed and then lead to an interrogation room, her brows furrowing in confusion. She didn't have a lawyer, so she guessed it was just one they'd assigned to her. What kind of trash lawyer was she going to get? Definitely not one good enough to beat Stark's probably huge and expensive team. The woman, however, was surprised to find a very professional and well-kept looking man waiting for her when she entered the room. The officer cuffed her to the table and left the two alone to talk.

"Hello, Mrs. Parker. It's very nice to meet you," the man greeted pleasantly, and she was surprised by his soft British accent, "I'm your lawyer, Mark Brown." She blinked at him, confused. Why would she have such an expensive looking lawyer? "I can see you're confused. I was hired to help you through your trial."

"By who?"

"I'm afraid I cannot disclose that at the time being, but I can assure you everything's going to be fine."

"I'm up against a billionaire, who has connections in the government and has saved the world twice over. I'm in deep shit, Brown. I'm about as likely to win this case as I am to grow wings and fly," she responded wryly.

"Who ever said anything about winning the case?" he asked, and she raised her eyebrow at him, "It's not about winning in court--we're never going to get anywhere with that--it's about keeping you with Penny."

"You can do that?" she whispered incredulously. That was all she wanted, to stay with Penny. The girl was all she had left, and _she_ had raised her! Stark had no right to take her.

"I can, but only with your help, so you're going to have to trust me."

She thought for a moment, looking away. She didn't know this man, but like she had said earlier--she was in deep shit. If she wanted any chance of keeping her niece, she was going to have to listen to Brown.

"Alright," she agreed, and he smiled.

"Great. So the first thing we're going to do is..."

* * *

Tony watched from where he was sipping his coffee in the kitchen as Penny sat anxiously at the dining room table. Her leg was bouncing up and down, and she kept glancing between the TV, which was playing some old comedy from the eighties, and the elevator. Her friends would be arriving in a few minutes, and they'd be staying over most of the day before leaving around four. They were, unfortunately, going to see May Parker afterwards to get Penny the closure she needed, no matter how much he hated it.

Looking at his daughter though, he remembered how frightened she'd been when she'd first really understood what was happening, the devastation on her face when she'd read the letter, and how much she'd cried after that nightmare, though he still didn't know what it had been about. She needed this. Needed her friends, and needed to confront Parker. Penny deserved that much.

Well, she deserved the world in his opinion.

"What are you youngins' going to do?" Tony asked as he took another sip of his coffee. Penny looked like she was holding back a snort at his word choice.

"Uh, me and Ned usually play video games when we're inside, or build Legos. I don't know if he's bringing his or not though. I don't really know what MJ likes to do. She's pretty mysterious," she answered. Tony made a mental note to get her some gaming consoles and all the games he thought she'd enjoy. As well as some Lego sets.

"Mysterious, huh? What, does she wear black eyeshadow?"

"Nah, she doesn't usually wear makeup. More like, conspiracy theories and an obsession with murders," Penny said simply, screwing up her face as if she were thinking about it hard.

Tony hummed, and took another sip just as the elevator dinged, announcing the arrival of her friends. Penny jumped up from where she was sitting and darted over to where Edward and Michelle had stepped out of the elevator, escorted by Happy, wrapping the two in a big hug. She began chattering excitedly to the two, and the boy responded in kind with even more excited chatter. The girl was quiet though, looking around his floor with masked indifference.

"--everyone at school is freaking out!! People have been trying to talk to us a _lot!_ It's insane!!" exclaimed the boy, looking like some cross between excited and horrified.

"Yeah, thanks for the amount of people signing up for Decathlon by the way. Liz has never been more overwhelmed with the turnout," the girl remarked sarcastically with a wry smile.

"Sorry," Penny sighed.

"Nah, it's great. I've never seen so many kids be sad about not making the team," Michelle replied, and Edward agreed with a laugh.

"Yo, I think Flash literally shit himself when he heard. I will _never_ forget the look on his face."

"Oh, yeah. It was a lot of fun to draw."

Penny snorted, but there was something tense about it. Tony wondered briefly who Flash was, and he thought back to how Sam had told him he'd seen a boy picking on Penny. Surely if someone's name was _Flash_ they wouldn't be brave enough to bully someone. He'd need to start looking into that. The billionaire didn't think he'd get anything out of the girl that was now staring at him with an unreadable expression, but the boy, his mouth agape in pure shock, would probably talk.

"Oh, um," Penny startled, noticing her friends were looking at him, "Uh, this is Tony. Tony, this is Ned and MJ."

"Nice to meet you," he greeted, walking over to the gaggle of teens and shaking their hands, "You're welcome to a snack, but lunch is in about an hour, so."

The girl, MJ, raised her eyebrows at him slightly, but other than that, her face was basically emotionless. Ned, however, looked like this was the greatest moment of his life, his eyes as wide as moons as he looked at Tony in awe.

"Got any pretzels?" MJ asked, and he pointed at a tall cupboard, which she immediately opened and grabbed the bag of pretzels out of before turning back to Penny and Ned, "We've got a lot to catch each other up on, which we will do over pretzels and homework. Want to go to your room?"

"Ah, yeah, sure," Penny replied, looking a little taken back at the abruptness, but like she was used to it. His daughter turned to him, "I guess we're going to my room, so uh, see you later?"

"Sure, honey. I've got to work on a couple of things, so I'll come grab you when lunch is ready," he responded with a smile, and Penny and her friends began towards the hallway to her room. He watched them cautiously as they left, worry never leaving his mind. He wanted Penny's friends to be with her for the right reasons, not because of who he was, and sure, they'd been friends before any of them knew who she really was, but it still worried him. Rhodey had been the first real friend he'd ever made, but Rhodeys were hard to come by.

The man hoped that she'd already found her Rhodey.

* * *

"Oh my god your room is literally amazing!" Ned gushed as she opened her door, "And look at that computer! I don't think you can even buy it yet! It must have so many great features, do you know how it works with Beast Slayers yet?"

"I don't know, actually," she responded, "I haven't played any video games since I got here."

"What have you been doing?" MJ asked as she put her bag down and kicked off her shoes.

"Uhhh, stressing, watching movies, I've worked in the lab with Tony, and I met the Avengers, though I didn't really hang out with them."

"Yeah, but you met them!!" Ned exclaimed, "Were they cool? Were they different from when you met them at the Expo? Ooo--"

"--I don't know, Ned," she interrupted, "They're--I don't know, I talked to them for like a minute. I've mostly just been talking to Tony and Rhodey."

"So cool you're on a first name basis with them."

"Technically kinda weird," she mumbled, and Ned seemed to reel himself in at her tense tone.

"Sorry, dude. I didn't mean to overstep, just excited," he apologized, "Are you okay?"

"I mean, I guess," Penny shrugged. She didn't particularly know how she was, "Everything's just a lot at the moment. I mean, I can't really go outside anymore, I can't even go to school, and...well..." she swallowed harshly, "...May and Ben knew."

Ned gasped and MJ looked up sharply, her face uncharacteristically shocked. Ned's eyes were wide, looking as though _his_ aunt was the one who had betrayed him, like his dead uncle had lied to them their entire life. Out of seemingly nowhere, a rush of powerful bitterness and heartbreak coursed through her, making her feel cold, and tears pricked at her eyes until they were running freely down her cheeks.

"Sorry, sorry," she practically sobbed, rubbing at her eyes furiously. Why was she crying?! She'd already cried about this--in front of Tony, which had been embarrassing enough--why was she crying in front of her friends? She knew about May and Ben already! All she was doing was reiterating what she already knew to Ned and MJ. But tears continued to run down her face and she was having trouble breathing and she couldn't stop thinking about how May and Ben had kept everything from her and how--

Ned grabbed her in a big hug, and MJ leapt up and joined him, their arms wrapping around her and making her feel like she was in a cocoon. The girl buried her face in between the two, trying to stifle her cries as her friends just held her, not asking her anything and not trying to get her to do anything. She was thankful for them as she cried and cried and cried, just letting everything she hadn't let out for the past couple of days out.

Nobody spoke for however long they stood there, her sobbing until she'd cried herself dry and all she had left were dry sobs. Once her tears stopped falling, Penny finally pulled away, wiping at her cheeks, which were flushed red with embarrassment. She'd cried in front of Ned before, but never MJ. She'd known her for a couple of years, but they hadn't been friends until recently, and the girl just hoped she hadn't put her off by how crazy her life had gotten, or by how annoying she was being breaking down like she just had.

"Sorry," she apologized again, hiccuping, "I didn't--I know this isn't really what you signed up for. I mean, being my friend could be dangerous and--"

"--Shut up, loser," MJ interrupted, her voice firm, "We're not just going to fucking abandon you because you have a famous dad or whatever, so don't even try with your stupid ass guilt complex larger than the Hudson River."

"Yeah, uh, what she said," Ned seconded, nodding. Penny smiled, feeling a little overwhelmed. Then again, when had she _not_ been overwhelmed the past couple of days?

"Thanks, guys. I, ah, really appreciate it, and stuff. And sorry if everyone at school is bothering you."

MJ rolled her eyes, clearly holding back a sigh of exasperation at her stuttered apology, "I'm going to get us some drinks. Juice, water, or milk--like a heathen."

"Juice," Ned replied instantly, which Penny seconded. Michelle left with a false solute, the door clicking shut behind her as she left, "Do you want to talk about it or, uh, video games?"

"Video games."

She and Ned set up his console to the TV, choosing a game that all three of them would be able to play, and Ned was especially excited by the size of the TV they would get to use. MJ returned just as they had finished setting it up, throwing Gatorades she had probably found in the fridge. She threw a blue one at Penny, who caught it instinctively. They all sat down in companionable silence, playing the game they had chosen, Penny squished in between her two friends, and feeling completely at ease for the first time since she'd arrived at the Tower.

"I'm not coming back to school for a few weeks," she said after twenty minutes, her voice sullen, "I don't think I'm even allowed outside. I don't know, I haven't really talked to Tony about it. Pepper said we're taking a vacation or something, but I don't know if that just means they get time off of work or if we're like, actually going somewhere."

"Your dad's a billionaire," MJ remarked, "You're not staying at his house for vacation."

Penny blinked. It seemed that when anyone said anything about Tony: About his money, or his status, or the fact that he was a superhero, she seemed to relive the moment when Tony had told her that she was his daughter. The confusion mixed with the overwhelming anxiety that made her feel like she had been doused with icy water.

"Yeah, probably," she responded, "I just don't know where to start talking with him. I mean...it's just so weird. He's literally an Avenger. He saves the world, he funds projects and owns the most technologically advanced company on Earth! And I'm just...me, I guess."

"But you're not just 'you!'" Ned protested, "You're like, the smartest person in school--"

"--Not including common sense," MJ interrupted. Fair.

"--And you're the coolest part of my life! I mean, who gets to say they're best friends with someone who can literally dodge bullets, who has a superhero dad, and also plays every single game I buy with me!? Which is _so many_ we'll never have time to play them all."

"And you're fun to draw," MJ added in what _could_ be a compliment. Penny blushed, ducking her head and taking a sip from her blue Gatorade, "Are you going to tell him about your 'after school activities?'"

"Yooo, what if you became an Avenger!? Ultimate superhero duo!!"

"I doubt he'd react like that," Penny deadpanned, trying to be mindful of Friday probably listening in, "I barely know him and I can already tell he's like, ultra-protective. Like, he'd burn the table I stubbed my toe on or something."

"Makes sense," her scary friend commented as she shot down an alien that had been about to take out Penny. She was surprisingly good at the game which she'd said she'd never played before, "I mean. He gets a daughter out of the blue, then you're kidnapped before you can even go to school and go missing for eleven years, then he gets said daughter out of the blue again. That's gonna cause some trauma."

"Huh. Pretty good character breakdown," she complimented, getting a blue alien with her gun, "But, I just--I never told, ah, _her_ about it 'cause she just hated the Avengers, y'know? And after--after...I just, didn't want to take any chances."

"But Mr. Stark's an Avenger! He's totally fine with like, mutants or whatever," Ned encouraged, not mentioning how she skipped around May and Ben's names.

"A superhero, though? Don't see him being okay with that."

"Are you going to stop?" Michelle asked.

"No," she responded immediately, "I can't just, not be--y'know. I'll just have to be better about not getting caught."

_"That's_ going to be difficult," MJ snarked, "Spies and soldiers live in this building, as well as an AI that watches everything you do. I don't think you could keep _any_ secret here."

"I'll figure something out," she muttered, sniping another alien.

"I'll help you, like in Washington!" Ned offered, and she gave him a smile, "You're really not going to tell him, though? What, are we lying to Iron Man?"

"No!" the teen protested, "We're not lying! Besides, I just don't know if he'll really accept that I'm--oh my God."

"What?" Michelle and Ned chorused.

"I have to come out as bi again!!" Ned dissolved into laughter and MJ smiled and let out a breathy laugh, "It's not funny! I'm bad with confrontation."

"I can't believe you have to come out to a second set of parents. That's the _best_ thing I've heard all day," MJ commented in that deadpan way of hers, a small smile tugging at her lips.

"Ughh, whatever."

* * *

Tony looked up at the sound of the door to his office opening, his frown turning into a reluctant smile when he saw Rhodey. The man had clearly just gotten out of a government meeting, his uniform decked out with his multiple medals, and his face was strained and tired. Definitely the government.

"Hey, Sour Patch," he greeted, setting down the paper he had been looking over, "What brings you all the way over here? Just wanted to talk to little old me?"

"I'd prefer to talk to Penny," he retorted with a disbelieving smile as he sat down at the chair across from Tony, "It's insane. I can say that. I can talk to her, that's something I can do now. Not just...wondering if she's even alive, it's just..."

"Yeah, I know," he agreed, and something unspoken passed between him and his friend. Maybe it was relief, maybe it was fear, maybe they were just tired and sad yet energetic and overjoyed. It was everything, all at once. Just knowing she was alive, knowing she was safe, that she was just a few floors above him, playing video games and eating pretzels with her friends.

"Friday said you were going to meet May Parker," Rhodey said after a moment, his voice falsely light as if he were suggesting it himself, "And you said something about a letter yesterday? What's that about?"

Tony took in a deep breath, fighting down the anxiety and anger he felt as he thought about the woman, "We're going this evening, after Happy takes her friends home. She just...I don't know. I think she just needs to confront her about everything, to make it final or whatever."

"And the letter?"

With a sigh and a wave of his hand, Friday pulled up the digital copy he'd taken, which he turned and placed in front of Rhodey. He watched as the colonel read it, his expression turning increasingly hard and angry. He looked how Tony felt when he'd read it, how he still felt. The fury and the pain, but at least Rhodey didn't have to see Penny breaking down, see her cry silently and not talk, not make a single noise, for over half an hour.

"Oh, God. Tones," Rhodey finally said, looking up at him with wide eyes, "She read this?"

He nodded sullenly, "I wish she hadn't, but she was there when I found it and she doesn't trust me anyway. I can't...hide things from her, at least, not like this."

"Something's wrong."

"What?"

"With Penny. Right?" Rhodey clarified, and Tony realized it was more of a question than a statement, "That's why you're down here with a glass of scotch instead of making some stupidly extravagant meal for your daughter."

Tony shrugged. He was right, something was wrong, but not necessarily with Penny. Something was wrong with him. Why else would Penny flinch away, practically jump out of his reach when he'd tried to help her up? Maybe, _maybe,_ he'd just startled her, but the way her breathing had been off, how she'd deliberately avoided his gaze, he'd done something wrong.

She'd seemed better after her nightmare, better with him at least. She hadn't flinched away from him, had been completely fine sitting next to him drinking hot chocolate, and hadn't freaked out when he'd carried her to her bed. Sure, she'd mistaken him for Ben, but she hadn't been upset when he'd corrected her, just a little confused.

He shook himself mentally, not up to having a heart to heart with the man in front of him, "I'm having a glass of scotch because these papers are boring as hell, but if you want Penny to have a nice lunch, you can come upstairs and help me out."

* * *

"Are you sure you want to do this?"

Penny looked at Tony from where they were sitting in his Audi outside the FBI building, finding that he looked overwhelmingly concerned. His face was drawn up in a deep frown, telling Penny that he definitely did not want to be here. To be fair, she didn't really want to either, but it wasn't like she couldn't talk to her aunt ever again. The last time she'd seen her was Wednesday morning, before...everything.

_She's not your aunt. What kind of aunt would keep this from you?_

She mentally shook those thoughts away, even if they were true, grabbing the end of her shirt with a stupid pun on it and clutching at it like a lifeline. She took in a deep breath, hoping that she looked confident.

"Yeah, yeah," she assured, "I'm sure."

"Alright, but if you ever feel like you want to leave, for any reason, just tell me and we're out of here. Capeesh?"

"Capeesh."

"Good." He stepped out of the car and she followed suit, and a group of FBI agents dressed in sharp suits greeted them. Their security detail. Well, her security detail. Tony didn't generally walk around with security, since he was Iron Man and all that, but she apparently warranted two car-fulls of bodyguards that were literally following them into the FBI building. How much more secure could you be?

Natasha was there as well, hopping out of her own Audi and forming basically a wall around her and Tony with the agents, escorting the two of them to the building. This was extremely overkill. Then again, it wasn't like they knew she could actually protect herself. She looked very unthreatening and incapable with as short and small as she was.

They entered the building without any fuss, the guards stationed at the entrance waving them in when they saw the entourage. From there they were led down different twisting hallways, which Tony and Natasha had complete access to, which made sense since they _did_ work with the government.

Penny felt her anxiety rise with each step, the doubts and fears running through her body as naturally as her blood. Her heart wouldn't stop pounding, and she began to wonder if this was a bad idea. Tony didn't seem to like it, and maybe the fact that Iron Man thought something was a bad idea should have dissuaded her from it, but nope. Here she was, each step bringing her closer to the woman who had had a hand in her kidnapping. Well, had known about her kidnapping. Did that count as kidnapping if she'd still known?

In no time at all they stood in front of a metal door, leading to the interrogation room May was in, waiting for her. She felt like her heart was in her throat as the agents retreated, some placing themselves beside the door and others going to each end of the hallway.

"You ready, Pen?" Tony asked.

_No._

"Yeah."

With a reassuring smile and a resolute nod, he opened the door, stepping inside first while she followed. The sight that greeted her almost made her stop in her tracks. May had changed a lot in only a few days. Her hair was dirty and unkempt instead of shiny and clean like it usually was. She was dressed in prison clothes, a light bluish-gray jumpsuit, but she still had her glasses. She looked a little paler than usual, her exhaustion clear from bags under her eyes.

Penny lifted her chin, trying to look confident and sure instead of the special type of broken she was. May's face split into a smile when she caught sight of her though, her shoulders sagging in relief, and Penny had to physically force herself to sit down at the table across from the woman. The look Tony gave her was reassuring, but his expression turned stony, almost murderous, the moment he turned to May.

"Hey, baby," May cooed at her like it was a normal day and she'd come back from school. Even though she was cuffed she reached for Penny's hand, but the girl immediately retracted them, placing her hands in her lap instead, "Are you okay? Are you hurt?"

"Why would I be hurt?"

"I'm just worried, sweetie," she gave Tony a dirty look, "After all, he broke into our apartment, arrested me, took--"

"Cut the bullshit, May! Why didn't you tell me?" Penny demanded furiously, feeling anger rush through her like a wave. 

May was taken back by her outburst, but recovered quickly, "Honey, whatever he's told you--"

"--We did a DNA test, May. We did two! And we found the letter," Penny said, holding back tears, "I know, and I know you know too. And why the hell would Tony lie about this?"

"Because he's an evil, selfish, disgusting man," May responded, fixing Tony with a glare so strong she felt as though it might burn through him. But Tony didn't burn, and instead fixed her with his own glare unlike any she'd ever seen. It was so furious, yet so calm, his eyes hard and burning, his lip twitching, and just overall looking like he was two seconds away from murdering the woman who sat in front of him.

"I'm not the one who kidnapped a child," he hissed back, his face a snarl.

"I didn't take her."

"You didn't give her back either."

"Not everybody needs to be a billionaire to raise a kid."

"What the _fuck_ does that have to do with this?!?" Penny snapped, "I don't need to know if you were capable of raising me. I need to know _why_ you did it!"

May blinked at her, her lips forming a thin line. She looked like she was battling with herself internally before she let out a sharp sigh, "I didn't know when we first adopted you. Ben got the letter, and he didn't tell me until...until around your tenth birthday."

Penny flinched, squeezing her eyes shut for a moment. She got the implication, got that Ben hadn't told anyone until he absolutely _couldn't_ avoid it, and it just made her more furious. She battled down bad memories and intrusive thoughts, drawing herself back to the conversation that was happening.

"Why her tenth birthday?" Tony asked, leaning forward. May looked between Penny and Tony, and Penny just looked down, silently pleading for her not to say anything.

"None of your business."

Oh thank God. At the very least, May was still protecting her privacy.

"I mean, it kind of is," Tony pressed.

"Too bad," May bit back. He opened his mouth, clearly about to continue arguing, but Penny grasped his hand.

"Tony, please. Just--can we move on?" she pleaded, and he backed down immediately. The look he gave her was soft, and such a shift from how he'd looked at May earlier, but his expression was also confused and searching, and she knew that he wasn't going to let it go for forever, "And...can I have a moment alone with her."

He looked hurt at her request, but masked it so quickly with cool indifference that she thought she'd imagined it. His eyes flitted between her and May, clearly uncertain, but he got up out of his chair anyway, putting a gentle hand on her shoulder, "Alright, Pen. I'll be right outside, just call if you need me, k?"

"Mk," she confirmed. He squeezed her shoulder, gave her one last searching look, and stepped out the door. May watched the interaction with sharp eyes, her glare never straying from Tony until he was out of sight.

"Are you okay? Really okay?" May whispered, leaning closer. She looked genuinely worried, but it didn't make the girl feel better.

"I'm fine, May," she insisted, her voice harsher than she intended it to be, "Tony's not some fucking monster. The only person I'm pissed at is you."

"Penny, I just wanted to protect you."

"From _what,_ May!? From knowing my dad, from--from growing up with my actual family?"

"Honey, _I'm_ your actual family! I raised you."

"Because you didn't give Tony the chance to!" she practically cried, "Because you and Ben decided to keep me, _knowing_ I wasn't yours."

"We _loved_ you!"

"This isn't love!"

May didn't say anything for a moment, looking down in what could be shame, but Penny couldn't tell anything anymore. She was having trouble breathing, and fury and betrayal seemed to course through her, making her thoughts fuzzy. After a few minutes, she was about to leave, thinking that May was done, that she wasn't going to say anything else, when the woman spoke up.

"We were scared, Penny," May started, "Neither of us agreed with Richard, but what could we do? We'd just gotten a little girl who'd been separated from her father, who couldn't stop crying, and Rich had said it was important we keep you, to make sure you were safe. When--when I found out, what could I have done then? You didn't want anything to do with anyone. You wouldn't even let Ben hug you, how do you think you would've reacted to us making you go live with Stark?"

"I don't know, and I don't care," she responded, unable to keep the anger out of her voice or the tears blurring her vision. How dare they keep this from her? How dare May sit there and act like she had been protecting her, like all of this had been in her best interest? "So _what_ you didn't agree with Richard, you could've alerted the police, you could've given me back. You don't even know what 'danger' he was talking about! And maybe--maybe..maybe I _would've_ reacted badly after...but you don't get to decide these things for me."

"It's my job to decide these things for you."

"No. It's Tony's," Penny rebuked, "Why can't you see that this was wrong? That _you_ were wrong?"

"Penny, you're just too young to understand--"

She stood up abruptly from her chair. She couldn't take this. Couldn't take May acting like she hadn't done anything wrong, that keeping Penny from her father had been the only way to 'keep her safe' or whatever.

“—Ben died for you.”

Penny stopped in her tracks, her breath catching and her eyes welling up with tears. It was true, he had. He had raised her. He had taught her, he had shaped her into the person she was today, and he had given his life to let her keep on living, or more accurately, she had failed to save him.

Where could she start with that?

Did she still have the right to be mad? To wish she had never met him and that he could feel her anger? Or was she being ungrateful, had it all canceled out the moment that bullet had hit his chest?

”It doesn’t make him right,” she bit out, her throat feeling like gravel as she almost choked on the words. The teen marched out of the room and through the door, leaving May in shocked silence.

Tony was there to greet her, waiting right outside the door on his phone. He looked up in surprise as she burst through the door, and her cheeks heated up in embarrassment when she realized the agents and the Black Widow were still there. Tony immediately pocketed his phone, hurrying over to where she was standing on the verge of tears.

"Hey, what--did she do something?" he asked, his expression a mixture of concern and fury.

She shook her head, wiping at her eyes for what felt like the millionth time that day. She wished she could just stop crying, "I'm sorry. This--this was a bad idea. Can we just go?"

"Sure, kiddo," he said, looking beyond her and at Natasha instead, "Can you handle this?"

The woman nodded, "I'll finish up the interrogation. I'll meet you at the tower in a couple of hours."

They left the building in a hurry, the security detail still with them, but they disappeared back into the building as Tony held open the door for her. He slid into his own side and in no time they were back on the streets of New York, and at least the honking and bright lights gave her some sense of familiarity.

Penny couldn't stop thinking about what May had said. About her, about Tony, about Ben and herself. It was making breathing hard, and she tried to take in deeper breaths without Tony noticing. She'd embarrassed herself enough today. Why couldn't she just--she didn't know-- _not_ have a sucky life? Why couldn't she just have a good relationship with Tony? Why couldn't have May been reasonable? Why couldn't have Ben still been alive so that she could have the right to be angry at him?

Penny didn't know what to do.

* * *

Tony didn't know what to do.

He hadn't thought that Penny seeing May would be a great idea, but she had been insistent, and in a desperate move to just try and make the transition as healthy as possible for her, he'd allowed it. The man wondered if the talk had really helped anything or if it had just made it worse, because he could tell that Penny was holding back tears, and that her breathing was uneven.

He didn't know what to do to make it better.

He checked the clock to see that it was close to dinner. Food always made everything better, right? And he had his gauntlet, so they should be good if anyone tried to attack them.

"D'you want to grab some grub, kid?" he asked, breaking the silence.

"Ah, sure, I guess," Penny responded halfheartedly, "Where do you wanna go?"

"I think you mean where do _you_ want to go," the man corrected, "Queens isn't my territory. Where can you get the best food around here?"

"Delmar's." He hummed in appreciation.

"That _was_ a pretty good sandwich," he agreed, "Delmar's it is, Panda Bear."

Friday pulled up directions for him for the bodega, and they got there pretty quickly, and he was surprised by the quaint homeliness the store possessed. There weren't too many people inside, so Tony parked the car and the two waited for the last few customers to filter out of the store, glad to see they went the opposite way and took no notice of his flashy car.

He and Penny stepped out of the car and into the bodega, the superhero flipping the Open sign to 'Closed' as he did. The man at the counter was conversing with an employee behind the sandwich counter in Spanish, gesturing rather wildly. He turned to look at the new occupants as the bell rung, announcing their presence. His jaw dropped in shock as he looked from Tony to Penny, and the billionaire began to wonder if this was a bad idea. The thoughts were pushed away, however, when Penny's face broke into a smile.

"Mr. Delmar!" she exclaimed rushing over to the counter, "Oh my God it's so good to see you!"

The man rushed around the counter so that he was next to Penny, and Tony tensed, reaching for his gauntlet on instinct, but the two wrapped each other in a tight hug.

"He estado tan preocupada!" the man exclaimed when the two broke apart, "I saw the news, and the conference, everybody's been losing their damn minds. Weren't they, Jimmy?"

The teenager in the back nodded dumbly, still looking at Tony, but seemed to recover as Penny kept talking, gushing in rapid Spanish. It was refreshing to see her in her element, not nervous or backtracking on what she said. He felt like he was experiencing his daughter for the first time, and jealousy tugged at his heart because she hadn't been like this with him.

_Patience,_ he reminded himself, _At least, that's what Pepper said, and she's usually right._

"Uh, Mr. Delmar, this is Tony," Penny introduced him, and he snapped out of his thoughts, putting on a smile and moving to shake the man's hand.

"Nice to meet you," he greeted, "Penny tells me this is the best sandwich in Queens."

Delmar gaped at him, but to his credit, he covered his shock and awe up pretty well, "Well, we only sell facts here. And sandwiches obviously."

"Yeah, unlike that idiot who said Sub Haven was the best," Penny chimed in, and Delmar put on his best fake offended face.

"Sub Haven has too much bread!" he protested.

"That's what I said!"

Tony held back a snort at the two, but was unable to keep a smile from tugging at his lips as he stared at his daughter fondly. She was just so great, and funny and smart and these sandwiches were really important to her and--he couldn't have asked for a better kid.

"I hope you told them they were wrong," Delmar continued, stepping back around the counter and over to the registry, "So, your usual, kid?"

Penny nodded, "Squished down real flat, like, as flat as you can get it."

"You ordering a pancake or a sandwich?" he joked, turning to Tony hesitantly, "And for you?"

"Uhh," he surveyed the menu quickly, "I'll have a number three, extra olives."

Their sandwiches were made pretty quickly, and after some convincing, Tony managed to get Penny to pick out some sweets. The two left as quickly as they came, Penny giving the man one last hug and petting the cat sitting on the counter and Tony tipping them the few hundreds he had in his wallet. They ate in the car, Tony driving and eating at the same time, and if he thought the last sandwich was good, this was even better.

Penny forked down her sandwich ravenously, and he wondered if she was eating enough. She'd usually eaten plenty at meals, but he hadn't seen her grab snacks. He made a mental note to make sure she got more, after all, she had to have a fast metabolism to be that skinny. He let her enjoy the scenery for a few minutes after they'd eaten, noticing how she seemed to relax at the noise of the city, but he was the father. He had to be the emotionally healthy one.

"I know today probably wasn't...great," he started, and Penny turned away from the window to look at him, "I know the past few days in general haven't been great either. This is a lot. A lot to process, a lot to handle, and I just wanted you to know that I'm proud of you. All things considered, you're doing pretty well." Penny smiled faintly, ducking her head slightly at his words. Hesitantly, Tony took her hand, thumbing his hand over it encouragingly, relishing how she didn't move away or tense, "Look, I'm not great at this whole emotional thing--or even the dad thing--but I'm here for you, for anything. _Anything,_ okay?"

"Okay, Tony."

He smiled, "Y'know I love you, right?"

Penny shifted in her seat a little, leaning towards him. When she spoke however, her voice was soft and unsure, making him doubt her words, "Yeah."

**Notes for the Chapter:**

> Hey guys! How's everyone been? Good, good, I too have been crushed by the sheer weight of what's going on in the world, but y'know, you live on I guess. Anyway, tell me what you think about the chapter? And what your theories are for May if you have any, I'm curious as to where you think the story is going to go :-) <3<3<3<3


	19. Onward to Italy

Penny stirred her oatmeal distractedly, staring at the brownish mush in boredom, her head resting in her hand as she took a small bite. She hadn't slept much last night--not because of a nightmare, she didn't know if she could handle the embarrassment of that happening again--but because she couldn't stop thinking. May's words from yesterday bounced around her head like a screensaver that never hit the corner, those things were annoying as hell, but it's what she felt like. The girl couldn't get what May had said, or what Ben had done, to just--stop. She'd laid in bed for a couple of hours before just bingeing Buzzfeed Unsolved, flitting in and out of hazy sleep as the episodes continued to play.

"What? Oatmeal not your favorite?" asked Tony playfully, snapping her from her thoughts.

"Oh, no--it's fine," she responded, "Just, uh, a bit tired."

He looked worried at her words, but it was hard to notice and she wondered if her tired ass brain was just imagining things, "Well, you'll have plenty of time to sleep on the plane."

"Yeah," she mumbled, taking another bite.

That was the other thing. They were leaving the tower and flying to Italy. Tony and Pepper had both said that it would be better to get out of the spotlight while everybody freaked out about her not being dead, that the media needed to print their stories or whatever to get the worst of it out of their system. So they were going to some small, rural town in Italy right outside the suburbs of Venice. The rest of the Avengers were coming along too, and apparently Hawkeye would be arriving today to come with them. She assumed with his family, though no one had told her that explicitly. Then again, they didn't know she knew since she hadn't told them she was Spider-Woman, and she wasn't going to.

Once she had finished eating her oatmeal, she headed to her room to pack a bag. Tony had said there'd be things there for her already, like blankets and a toothbrush, so she just needed to pack some clothes for about a week's stay. There was an expensive looking suitcase waiting outside her door, which she took and began filling up with shirts and pants in her wardrobe. She was done with outfits and moving on to grab a fistful of underwear when her phone rang.

Quickly, the girl grabbed it from where it had been sitting on her bedside table, pressing accept without looking at the number, knowing that it was Ned from the ringtone.

"Hey, Ned," she greeted, opening one drawer and immediately closing it. What drawer had socks in it again? "What's happening?"

"What's happening? _Nothing's_ happening!" he responded, and she smiled at his exasperation, "I didn't know putting Legos together by yourself was so boring."

"Why not ask Michelle?"

"She would literally kill me if I looked at her wrong."

"She played video games with us yesterday," Penny pointed out, finally opening the sock drawer and plopping an armful into the suitcase haphazardly.

"Yeah, 'cause she likes you better," Ned rebuked, "I know you can't really leave the tower or whatever, but can I come over to you later? Maybe? If I can't then it's whatever--"

"--Shit," Penny interrupted, "I forgot to tell you. We're going to Italy, I just found out last night."

"Italy? When?"

"Uhhhh, Friday?" she asked the ceiling helplessly.

"Your plane is scheduled to depart in three hours," Friday responded helpfully.

"In three hours," she repeated, unsure if Ned had heard the AI.

"Oh wow," Ned breathed, "I bet you're taking a super fancy private plane! Like, better than first class. D'you think they'll serve sushi?"

"Why would they serve sushi on a plane? That would go bad really quickly."

"I don't know, it just sounds like something a rich person would have."

"I guess. I'll tell you the moment we land."

"No Legos then," her friend said a little sullenly, "That's fine. We'll just play Beast Slayers online or something, or we could do a server on Minecraft I guess."

"Yeah, that'd be fun."

"What are you doing in Italy by the way?"

"I don't know," she admitted, "Italian things I guess."

Ned snorted, and while the sound would've usually been staticy on her old phone, she was surprised with the clarity with which she was hearing her friend. They talked for the duration of her packing, which included her throwing her clothes into the suitcase, realizing it didn't fit, taking it all back out and stuffing it back in, realizing that still didn't work and reluctantly folding it.

When she was finished, Penny and Ned said their goodbyes and she wheeled her suitcase out into the main room, placing it beside Pepper and Tony's bags. Said people were by the elevator, but they weren't the only ones.

There were two men dressed in sharp suits that she didn't recognize. One was tall and thin, with white hair and a white mustache that reminded her of a walrus. The other was a little shorter and a little younger, though he still had gray streaks in his hair, which was thinning. He pushed his glasses further up his nose as he caught sight of her, giving her a smile.

Penny's senses immediately began to prickle the moment she stepped closer, and she tensed. They weren't telling her she was in immediate danger, and it wasn't like the time when she could almost _feel_ Tony's anger, it was more like...more like these men were untrustworthy or something. Or just one. Her senses weren't all that trustworthy either.

Tony turned when the man smiled at her, his annoyed expression evaporating the moment they made eye contact. He waved her over, and she approached the new people hesitantly.

"Penny, this is Secretary Ross and Ambassador Williams," he introduced. She shook their hands, mindful to make her grip as gentle as she possibly could.

"Nice to meet you," she said even though her stomach churned. Why were they here?

Noticing her confusion, Pepper rushed to explain, "As part of the accords, Williams and Ross need to drop by every once in a while. Sometimes it's just routine and other times to check on things when something happens."

She nodded in confirmation. She guessed that made sense.

"Yeah," the man Tony had introduced as Williams agreed with a smile, "We just wanted to make sure everything was in order before you went off to Italy. So, we'll be off now. It was nice to see you," he gestured to Tony and Pepper, and then to her, "And it was nice to meet you, young lady."

The other man rolled his eyes, and then the two were leaving. Just before the elevator door closed, the one with the mustache glared at Tony and said, "Results, Stark. And soon."

"Well that was fun," Tony remarked sarcastically once the elevator closed, then he clapped his hands together, "They're a pain in my ass, but now that they're gone we can head out. Ready to go, Princess?"

"Ah, yeah," she responded, "Should be all good. Uh, anything I can help with?"

"We're all good," Pepper assured, "Unless you need to grab anything else, we're ready to drive to the hangar."

"Um, I think I've got everything."

"Then we're good to go," Tony said, walking over to where she was and grabbing his and Pepper's suitcases, handing his fiancée's off to the woman while Penny took hers. They got in the elevator and got off at the garage level, where the Avengers were mingling around ridiculously fancy cars. They didn't talk to her, Tony, and Pepper much, just calling out greetings and confirmations of the trip while Happy loaded their stuff into an old looking hot red car. She tried to help, but the man waved her off with his usual grumpy air.

Everyone loaded into their respective cars, though she noticed both Steve and Bucky getting on motorcycles instead. Penny got into the back while Tony and Pepper took the front of the car, and then they were on the road. They had to get through the city first, but she found herself enjoying the scenery of the city around her. She hadn't been at the tower for long, and she'd left a couple of times (though only with Tony as her escort), but it paled in comparison to what it felt like to swing around the city, to be able to go around freely like she had used to. Technically, she had been grounded though, and now she wasn't grounded, so there was that.

Once they managed to leave the busy streets of Manhattan and then the rest of New York City, the scenery became greener, with the suburbs eventually turning into trees which eventually turned into a rather empty lot with a few big buildings and a long runway for planes. The ride was rather uneventful, with the radio playing old rock as Pepper read something on her tablet. She sat on her phone most of the time, texting Ned and daring to go through Instagram.

Her follower count had blown up exponentially, going from barely a hundred followers to six hundred thirty-seven thousand. And she was verified now, so she guessed that was cool. She began editing her account, taking down pictures of her and May (and more reluctantly the ones with Ben in them, though she saved them to her camera roll), and going through her DMs. There were a few from her classmates, some from people she knew relatively well, and others from people she'd barely had conversations with.

Penny had also received hundreds from complete strangers, which she considered clicking through, at least to clear her inbox, but abstained from it. She didn't know what she was going to end up reading, so if she was going to go through it, she'd rather be by herself.

Tony parked the car in a parking garage that was rather fancy looking, and the Avengers' cars pulled up next to them. Just as she was grabbing her bag from the trunk, another car pulled up, parking next to where Steve and Bucky had left their motorcycles. She looked up in curiosity, watching as the minivan was parked and the doors were flung open.

Lila and Cooper jumped out, right after the other, and they looked just like they had a month ago. But they didn't know that, because this was the first time she was meeting them, or had even heard of them. Clint Barton and a woman stepped out after them, much more slowly. Hawkeye grabbed the baby from where he was sitting in a car seat in the back, keeping him in one of those baby things you carry around.

Her knowledge of children really was abysmal.

"Hey, guys!" Hawkeye greeted, his voice low, "Let's try and keep it quiet. Nate just fell asleep."

Natasha smiled, giving the man a hug and taking the baby from him gently and then fistbumping each of the kids, "That won't happen and you know it. We've got four rambunctious kids here."

"Four? I think your math is off, Romanoff," Tony joked.

"I was talking about you, Tony," she responded, and there were snorts and small barks of laughter all around.

"Yeah, whatever," he said, putting a hand on her shoulder, "Clint, Laura, this is Penny."

She waved at them awkwardly, "Uh, hi. Nice to meet you, I'm Penny--ah, Tony already said that."

They just smiled at her kindly.

"Nice to meet you too," the woman--Laura--said, "This is Lila and Cooper. And Nat's holding Nate."

"Oh, hello," she greeted. Cooper looked very excited as his mother introduced him, childish excitement alight on his face.

"Were you really kidnapped? Where have you been?" Cooper asked, the words gushing out, and his parents' eyes widened. Clint flicked him on the head.

"Hey, no, that's not a nice question, Coop," he scolded. The boy apologized to his parents and then to her. She didn't really mind too much, but if it had been awkward before...yikes.

The adults continued talking for a bit, just catching up and exchanging hugs or whatever old people did. Eventually they headed towards the plane, leaving their cars there. She wondered if they'd stay in the parking lot or if someone would come and move them, though to be fair, they were under a roof, so she guessed they'd be fine.

The plane was huge, a brilliant white with the Stark Industries logo stamped on the side. The stairs to the plane were attached for them already, and Tony began heading up after leaving his bag by the stairs. Did they not need to carry them on? She guessed not, so she hesitantly left her bag where everyone else was dropping theirs and hurried up after Tony and Pepper.

"Woah, is there no pilot? That's so cool!" she exclaimed when she walked through the door to see the pilot's area empty of a person and rather with multiple buttons and complicated looking grids. She wondered if Friday was piloting or if Tony had made a special AI just for his plane.

"Yep," Tony agreed.

"Really? I wanna see!" exclaimed a voice behind her, and she was nudged out of the way a little as Cooper ran past her to get a better look, much to the chagrin of his sister, who followed behind him with a stern expression on her face, "Wow!! How does it do that, Mr. Stark?"

"It's an AI. She plots the course, has cameras and GPS's looking out for obstructions, and controls the plane like a person would."

Cooper ooed and awed at the explanation before rushing around the plane, choosing a seat by the window and pressing his face up against it excitedly despite the fact that they hadn't taken off yet.

"Um, should I go to the bathroom before we take off or--"

"There's one onboard," Tony replied, taking a seat in the back. It wasn't laid out how she thought normal planes would be, with cramped seats and stuff. The seats were large and comfy looking, with a lot of space between sections, "Never been on a plane before?"

"Just once, when I was six," she responded, following him and Pepper hesitantly and sitting in one of the seats opposite them.

"Well, this'll be a bit different than Delta."

She smiled, and soon everybody had piled onto the plane and were lounging around the spacious area. It was really strange, seeing them all wearing casual clothes and not doing anything remotely heroic, though Steve still had his shield, putting it up in a shelf above his seat. The plane took off around twenty minutes later, and Penny leaned to look out the window as the wheels lifted off the ground.

She watched in amazement as they rose higher and higher, the buildings and the ground growing smaller, and eventually they were above the clouds. She'd never been this high before, and she'd been on some of the tallest buildings in New York. This wasn't the same as the cool rush of air when she was swinging around, but it was still fun to stare out the window.

Eventually, looking out the window got pretty boring and she got back on her phone, playing some mindless games to try and pass the time. She felt rather awkward, surrounded by people she didn't know, and despite how tired she was, she didn't want to fall asleep. What if she had a nightmare? She didn't have nightmares every time she slept, but they happened relatively often, and she didn't trust herself to not start crying in front of the Avengers. That would be, undeniably, the worst moment of her life.

"Do you want to play Uno with us?"

Penny looked up at the question, turning to the girl who was standing by her seat. She looked nervous, in that way tweens usually were, but she asked it with a smile. The teen looked between Tony and the girl, and Tony rolled his eyes a little, nodding at her to go.

"Uh, sure," she responded, getting up hesitantly and following her over to where Cooper, Natasha, and Wanda were all sitting, a deck of cards sitting on a table low to the ground between. Natasha smiled at her as she sat down, and the woman began dealing cards. She picked up her cards when she was done.

Her cards were shit.

"Um, are there any house rules?" Penny asked as Wanda placed down her card.

"We can stack plus twos and plus fours, and when you put down a wild card you put the color you want on top," Cooper explained speedily, and Lila placed down a card. Penny placed one after her and then Cooper went.

They played almost ten rounds, and Natasha won eight of them. Was she cheating? Was it luck? Was she better at Uno because she was a spy? How the fuck did she do that? Penny was literally a human bullshit detector and she couldn't figure out if the woman was bluffing about her cards or not. She did pride herself on winning at one point, but not the time she had been at uno and had had to draw so many cards everyone had laughed until their sides hurt.

"Do we have any other games?" Cooper asked in a whiny voice, clearly getting bored after being on the plane for a couple of hours.

"I'll go grab some," Wanda offered, getting up and heading to the back of the plane and opening an overhead compartment. Natasha began packing up the cards.

"Can we have a snack, Auntie Nat?" Lila asked, and Penny was surprised by the familiarity with which the girl spoke to Natasha. She guessed it made sense kinda, after all, she didn't know for how long Clint and Natasha had known each other.

"Lunch is in twenty minutes," the woman responded, and then she pulled a bag of Goldfish out of her purse, "So don't tell anyone."

Penny held back a snort as Cooper and Lila began munching down on the Goldfish. They offered her some, which she took gratefully, her stomach growling at her like it always did. It never really quieted down.

They ended up playing Monopoly, which Penny was amazingly bad at and Lila was terrifyingly good at. Like, seriously, she destroyed everybody. The game went on for a whole two hours by themselves with only a short break to grab sandwiches from the food area on the plane. To her surprise, there was actually sushi, apparently cut fresh and left for them before they got on, but she stuck with her sandwich.

After they were done with their game of Monopoly, everybody was pretty done with playing games, and she returned to her seat by Tony and Pepper, who were both asleep in their seats, their heads resting on one another.

It was kinda strange. Not them dating. Them being a couple had been in the news as long as she could remember, and she and Ned had freaked out about the news of their engagement over the summer, imagining what the wedding would be like. What was strange was just--everything she guessed. Having a father was shocking and crazy, but the prospect of having a stepmom was even more so. It wasn't a bad thing...just a strange thing, she'd never expected to have a stepmom, like, at all. To be fair, she hadn't expected to have a dad either.

Penny mentally shook the thoughts from her head, curling up in her seat. She took out her phone once again, amazed that the battery was still at seventy-three percent even after hours of playing on it. She continued to play games mindlessly, and it wasn't too long before her limbs began to feel heavy and her head fuzzy. The lack of sleep from the past couple of nights were really catching up to her and no matter how hard she tried to blink her eyes open, she couldn't stop them from closing as she rested against the plush chair.

* * *

Rhodey watched from where he was sitting a row over as Tony blinked awake, relieved to see that he didn't look panicked or frenzied. All things considered, the man had been doing pretty well, and he suspected that Penny was helping already.

When Tony had first gotten the girl in his care, he'd thrown away his alcohol and had done pretty well at being more open with people, though it was really just with him and Penny. His sleep schedule had still been a mess, but that was to be expected of anyone with a baby, especially a single parent. After she'd had been taken though, he'd lost it, but now that she was back, Rhodey was hoping things would get back on track. Sure, things had been better since Pepper and the Avengers, but nothing could heal Penny, except maybe Penny.

The billionaire looked around for a moment as though he'd forgotten where he was, but seemed to come back to himself as he made eye contact with Rhodey. His friend gave him a tired wave, rubbing at his eyes tiredly.

"Hey, Rhodes," Tony greeted softly, whether he was keeping his tone low because he was tired or because he had seen that the kids were all napping, he didn't know, "How long have I been out?"

"Couple of hours. Penny just fell asleep like, ten minutes ago," he answered. At his words, Tony looked over at Penny to where the girl was curled up in her seat. Her head was splayed awkwardly to the side and her arms wrapped around herself in a cocoon-like fashion. Slowly, so as to not disturb Pepper, Tony got up and grabbed a blanket from an overhead compartment, returning to his seat section and draping it over his daughter.

Rhodey smiled at the scene. Tony generally wasn't very soft or open with the people around him, keeping up an arrogant and selfish persona, but he was so sweet with Penny. He knew it must be hard, to let a stranger in so quickly, to break down every wall he'd put up for Penny, but Rhodey also knew that Tony loved her. Despite barely knowing her, he knew that his friend would give everything for the girl sleeping peacefully across from him.

"How's she been adjusting?" Natasha asked, her voice low. The atmosphere had completely changed from earlier. Where barely an hour ago everyone had been laughing and eating cheerfully, now, plenty of kids were napping and the few words shared were hushed and soft.

"Fine, I guess," Tony sniffed, tearing his eyes away from the girl in question, "I mean, she's probably been better, but all things considered, it's a miracle she doesn't hate me."

"It's been less than a week," Sam deadpanned, "And why would she hate you? She seems confused, and shocked, but she doesn't act like she resents you."

Tony just shrugged, turning back to look at his daughter, "So what does everyone want to do in Italy? There's a nice ice cream shop in the village nearby, or were you thinking more touristy, like the Leaning Tower or something?"

_Classic Tony move,_ Rhodey thought, but everyone accepted the deliberate change in conversation, and he was impressed how everyone managed to peacefully talk through the rest of the plane ride without the kids as buffers. Lila and Cooper woke up pretty soon, and Nate popped his eyes open soon after, crying a little, but Penny managed to sleep the rest of the ride. He wondered if it had anything to do with the forming bags under her eyes, and he made a note to ask Tony later.

Tony woke her up as the plane began to land, looking reluctant, but she needed to buckle up. Penny startled awake the moment Tony touched her, looking panicked for a moment before realizing where she was and calming down, which worried him. He'd seen the exact same look on Tony's face when his dreams had been unpleasant. Maybe not panic attack worthy, but upsetting nonetheless.

Once the plane landed they all piled into the vans waiting for them in the private airport, Tony driving one car and Natasha the other. Their luggage was already in the car, which he shouldn't be surprised about after being friends with Tony for over twenty years.

Their car took the lead, since Tony had been here before, driving out of the private airport and turning onto a small and scenic road surrounded by rolling fields. The road wasn't long, and in no time they came upon a small village. It was quaint and homey, with cobbled streets and buildings that wrapped up around a steep hill. Thanks to the time zone change, it was nearing midnight, and so there was nobody on the street but a gaggle of drunk teens that hollered at their cars as they drove past.

The two cars continued up the hill that the town looped around, eventually winding around it and leaving the village behind by a few miles before any other building could be seen.

The mansion was placed on a small hill, looking tall and regal and slightly old. It was well kept, with a blooming garden and vines creeping up the gate. The lights were already on and the gates opened automatically as they approached, letting the vans circle around the intricate fountain placed in the center of the parking circle.

"Alright, everybody out," Tony called cheerfully, opening his door and heading straight to the back to start grabbing bags. Rhodey joined him, taking as many in his hands as he could and marching up the steps and into the house. The entrance room was a large open space, with a ceiling that opened up, showing off the multiple floors that the building had. The furniture and style of the house were all very vintage looking, the only things that looked new being the technology.

Rhodey watched as Penny peered around the room, her face set in a permanent squint at the bright lights, and he knew immediately that she needed to go back to bed. Teenage grumpies or whatever.

"Where are we?" she asked, looking up to get a better view of the multiple floors.

"La Villa di Cristallo. The Crystal Villa," Tony answered, "It was my mom's favorite house, and we used to vacation here a lot. I haven't been here in years, but I had Friday hooked up not too long ago, and some staff's been keeping it clean."

"Favorite house? How many houses do you have? And why do you need more than one?"

Rhodey snorted at the same time Tony barked out a laugh at her bluntness. She'd been so reserved every time he'd met her, and he bet that she wouldn't say that if she wasn't so tired.

"Yeah, okay, you need more sleep, Shortcake. C'mon, I'll show you to your room."

Tony instructed them how to find their own rooms, and then he and Pepper were leading Penny away to their own section of the house, Penny's feet dragging behind her a little. Yeah, she definitely needed to be in her bed.

* * *

Adrian got the call when he was driving home from work, the day rather successful thanks to the new supplies he had been provided. They were still on backorder with a lot of their weapons, but things were picking back up steadily, which he was thankful for. The call was on his burner phone, so he answered it immediately, opening it and answering the number flashing across his screen.

"This is Toomes," he answered, taking a left turn, "What? Got more materials for me?"

"They're on their way," the man answered, "Stark's out of the country with his daughter, so it's easier pickings than ever."

He had seen the news, obviously, and then Liz had called him in a flurry of worry, saying that Tony Stark's daughter was apparently her friend and was on the team that she led. That had been interesting news to hear, and he'd had a couple thoughts about it.

First, what had happened in Washington was probably Penelope's fault. Some planned attack after the girl that had failed, probably due to Spider-Girl showing up, which, she was a bitch, but he was nothing but thankful that she had saved his daughter.

Second, he needed to be more careful than ever. Iron Man's daughter went to the same school as his, and the chances of the billionaire noticing something suspicious was pretty high, so he needed to stay as far away as possible, at least until Liz graduated, which would be soon, so he just had to wait out the rest of the school year and he was in the clear. Besides, the chances of Stark letting his kid stay at a public school, even if it was a nice one, were slim.

"Good. So what's the point of this call?" Adrian asked. He had other deals to set up, other people to talk to.

"Oh, we need a few things, and just wondering if you've seen Spider-Girl lately."

"I haven't, actually. Why do you ask?"

"That's not your part of the business," the man retorted, "Also, we need another set of your armor. We just got a new recruit."

"Wow, didn't know each recruit got two thousand dollar armor."

"Well, she's important, and she's not a great fighter, so she needs better protection."

"Sounds like it," Toomes responded, "Text me the order and when I can pick up the supplies."

"Will do."

**Notes for the Chapter:**

> So, this wasn't a super exciting chapter, but there's got to be a few in-between's right? Don't worry, next one will be more fun and a lot longer <3<3<3


	20. The Crystal Villa

**Notes for the Chapter:**

> Warning: Sexual Harassment of a Minor

Penny stared into the darkness of her even newer room, her lids heavy on her eyes but unable to fall asleep. She didn't know if it was because she had slept earlier and now her body was against the idea of resting or if the state of anxiety she'd been in since Wednesday had yet to abate. She'd managed to sleep on the plane, in a chair, why couldn't she do it in a bed as big and soft as the one she was laying in?

The room, like the rest of the house, was a little old fashioned, but elegant. The floors were wood with a circular carpet draped on the floor, which her bed partially sat on. Large windows backed her bed, which was in the middle of a wall, unlike her one at the tower which was pressed in a corner, showing the spacious countryside. She hadn't seen much of it in the dark, but she could already tell it was very pretty.

It was so different from the city though. She was used to bright lights and loud noises that never stopped, not even for a moment, but now there was almost nothing. Her enhanced ears could pick up on the crickets outside, as well as the rustle of leaves and grass that blew in the wind. If she strained, she could hear murmured voices as some of the Avengers talked. Tony and Pepper's room across the hall was silent except for their steady breaths and slow heartbeats, so she guessed that they were already asleep.

Penny let out an audible sigh, turning over in her bed as her most recent attempt to fall asleep failed miserably. She grabbed her phone off of the desk next to her bed, biting her lip as she stared at the Instagram app. She still hadn't gone through her DMs, not even ones from her classmates, and she was alone in her room now, with barely anybody awake. Sighing again, she clicked on it and then clicked on her DMs.

The first one was from some random person, which she ignored, instead going to find some of her classmates. She opened up the ones from Ned, just to read them, though most of what he'd sent her were just memes, which she read happily. MJ hadn't sent her anything, so she moved onto the Decathlon team, who were kind of her friends.

A lot of them had just sent her get-wells, saying that they hoped to have her back on Decathlon and some sorry's for how they'd been ignoring her since she flaked out at Nationals. Which, since they didn't know she was doing cool superhero things, had been a fair reaction. Penny was grateful for their support, and the lack of sucking up, as well as the lack of any messages from Flash.

Once she'd gone through all the messages from people she knew, she started the daunting task of going through the ones she'd received from random people. She didn't really mean to read them, just wanted to click through them, curious as to what in the world people would DM her about, as well as not able to take the number sitting on her app.

She didn't mean to read it--she didn't want to--and she'd give anything to go back.

Penny clicked on a message, by now used to the routine of clicking, glancing, and clicking out. But when she glanced, she was unable to look away, she couldn't get her fingers to move to click out. Her eyes were glued to the message, and her throat felt like it was closing up, restricting her ability to take in air. Was it an asthma attack? Surely not, right? She hadn't had one of those in months, not since the bite.

But she couldn't breathe, she couldn't take air in, and it felt like what. She wheezed slightly, still looking at the message.

_I'm gonna kidnap you like you were before. keep you for another eleven years, all for myself. I'm gonna strangle you while you suck my--_

Penny threw her phone down on her bed so hard that it bounced back up and landed on the floor with a clatter. She'd read it, she'd read all of it, but she couldn't comprehend it past that part, couldn't process it in her brain as flashes from when she was ten bounced around her head, images of things she didn't want to see, didn't want to do, didn't want to remember. Her breaths still weren't coming in, and every time she tried to take a gasping breath, all that happened was a whine that unwillingly escaped her throat.

"Penny, you must calm down."

She looked up sharply at the voice. Right, Friday was in this house too, "I--I...I can't breathe," she wheezed, "Don't--please don't tell...Tony."

"Boss has still been updating protocols for you, so while my coding does not require me to get him, I do believe I should alert him of this situation."

"No--don't," she protested. She'd already woken him up once, with her nightmare about Ben and May, she didn't need to do it again. And then she'd have to explain why she was awake, and why she couldn't breathe and she didn't want him to see the message too and everything was just too much--

"Penny, you need to calm down. You may pass out if you don't start breathing," Friday informed her gently, she seemed to hesitate. Could AIs hesitate? "If you start breathing normally, I will not alert Mr. Stark."

Breathe normally, like she did all the time. She could do that...how did she do that?

As if reading her mind--which maybe she could, who knew how advanced Friday was--the AI began instructing her on what to do, "Breathe in through your nose and hold it as I count to three."

Penny did as instructed, forcing herself to take in air, the familiarity of calming down from an attack helping. She held her breath as instructed, then released it for as long as Friday said to. She went through it several times, hugging herself until she was finally able to breathe normally. The black spots that had been dancing around her vision disappeared, and Penny flopped back down into her bed.

Anxiety was still settled in her chest, weighing like a stone on her ribs, which felt like they were coated with mud. But at least she could breathe again, at least she could think again, but Penny didn't know if that was actually a good thing. She couldn't focus on anything other than that message, no matter how much she tried to force it out of her head. The world felt like it had been doused with the dark cloud that was her mind, and she didn't know how to make it stop.

"I am very proud of you, Penny," Friday praised, her voice unbelievably soft and comforting, and it made Penny miss Karen a little, "You have done very well, but talking with someone after panic attacks has been shown to help. Would you like me to contact Mr. Stark?"

"No!" she exclaimed, jumping up in her bed before realizing that she was going to end up waking Tony herself if she kept yelling, "No, that's alright, Friday. I'm fine. Can you just--what helps people to fall asleep?"

"I would still suggest talking to Mr. Stark or Ms. Potts, but if you are unwilling to, there is some chamomile tea in the kitchen, which is known to be an anxiety and stress reducer."

Tea. Tea sounded nice. She thought back briefly to when Tony had made her hot chocolate a couple of nights ago, how he'd comforted her, how he'd looked so scared when he'd come into her room, and how he'd eventually tucked her back into bed. Part of her was embarrassed about it--she was fifteen after all, she didn't need to be tucked in! But it had also felt really nice, Tony being there, how gentle and understanding he'd been. He hadn't even mentioned it the next morning, just helping her through her next stressful task. He had been nothing but endless support, but she didn't want to bother him, didn't want to disturb him in the middle of the night for something as measly as hate mail. He probably got hate online all the time.

_(But it wasn't measly. It wasn't stupid. Because she couldn't stop thinking about it, the words like a mantra in her head)_

Penny shook her head, willing the thoughts away as best she could, and swung her legs over the side of her bed. She tiptoed out of her room, Friday turning on lamps in an attempt to lead her to the kitchen with the tea she was looking for. Unfortunately for her, the floorboards were rather creaky, especially on the stairs, but more fortunately for her, her superpowers made her stealthy beyond belief and she managed to avoid most of the spots that would've alerted someone to her presence. She doubted anyone would actually hear the creaking anyway, but in the silence that was particular to only early in the morning, it seemed like a bomb.

Thanks to Friday, she found the kitchen quite easily, but the AI had failed to mention that Bucky would be there as well. He leaned against the kitchen counter, his back to her, and it looked as though he were drinking some tea in the dim light provided by a warm lamp. His hair was pulled back in a messy bun and he wore a tank top, which showed his metal arm to its fullest. She was about to head back up the stairs--not wanting the man to realize that she was awake, or upset--when the floor under her creaked.

The soldier turned around immediately, raising his fist in anticipation of a fight as he got in a defensive position. She took a step back in response, unwilling raising her own fists, her body reacting before she had the chance to think, but Bucky put his fists down the moment his eyes widened in recognition.

"Hey, kid. What're you doing awake?" he asked as he picked his tea back up, looking tense.

"Just, uh, just couldn't sleep," she said. Technically true, "Um, Friday said tea helped or whatever."

"Well, uh, I just boiled some water, and you're free to use some," he offered, looking around the kitchen a little awkwardly. She joined him in the kitchen as he grabbed a tea bag from a cupboard overhead. He handed it to her, as well as a mug, and she began to pour the water in her cup, "Does Tony know you're awake?"

Penny considered him for a moment, then guessed it didn't matter, "No. I think he's still asleep," Bucky nodded, handing her a jar of honey, which she stirred into her cup with a grateful smile, "So, uh, what are you doing up?"

"Couldn't sleep either, and I didn't want to wake Steve so I came to the kitchen."

Didn't want to wake Steve? How would--

"Wow. My Gaydar sucks." Wait. Shit, she didn't mean to say that out loud. Her face turned bright red as Bucky snorted into his tea, a small laugh escaping him, "Shit, sorry--I didn't mean--um, me too."

"You too?" he laughed.

"Yeah, me, um--I'm bi, shit this was not how I thought this trip was going to go," she stuttered. What the fuck had just happened? Had she really just come out to the Winter Soldier over tea, on _accident?_ He couldn't stop his giggles and she couldn't stop blushing, but his laughs weren't mean, and she found herself starting to laugh too. After a few minutes they managed to stop giggling at their own ridiculousness, and Penny felt slightly lighter, like the mud on her ribs had been washed away, at least a bit

"Do you want to talk about it? Why you couldn't sleep?" Bucky asked after a few minutes, and she had finished her tea by then. She was a bit surprised by his extension to talk, after all, he was an assassin from the 1940's who'd she'd only met once. Well, twice, but he only knew of the second time, so.

Penny shrugged, dumping out her teabag in the trashcan and beginning to clean out her cup. She hoped he couldn't hear how her heart started to pick up pace and beat harder as her mind strayed back to the message, "Just, uh, it's a lot different from the city. All of this is a lot different from what I'm used to, so."

He nodded in understanding, pouring more water into his own mug, "Yeah. New environments can be unsettling."

She smiled, "Um, I'm going to go back to bed now. Goodnight."

"Goodnight," he responded. Penny headed back to her room and arrived feeling a lot calmer than she did earlier. She was still anxious, and scared, but she felt better. When she laid down in bed though, she still couldn't sleep. It seemed every time she closed her eyes, she was back in her room when she was ten, alone and afraid.

* * *

Tony woke up the next morning feeling surprisingly well rested--he was really on a streak of no nightmares lately--to find Pepper already awake, brushing her hair back into an elegant bun. She was already dressed in a striped tank top and washed out shorts, and she flashed him a smile when she caught sight of him in the mirror.

"Morning, Tony," she greeted, taking a pin out of her mouth and placing it in her hair, "How'd you sleep?"

"These mattresses are too old, I've already got backaches," he complained halfheartedly. In reality, the mattress was fine, and relatively new compared to the one he'd left in his parents room at the top floor. He still didn't have the heart to change the house that his mother had loved so much, the most he allowed himself to do was put in some new tech when he'd started taking Pepper here, but other than that, everything had remained the same under the careful eye of a team of housekeepers.

"Maybe that's just because _you're_ too old," Pepper bit back with a mischievous smile.

"Hey, if I'm old you're old too."

"Nah, I've aged better."

"Wow, Ms. Potts, that hurts. Right here," he snarked back, placing a mocking hand over his heart, which just made Pepper shake her head. He got up and began getting ready, throwing on a pair of jeans and an old MIT shirt that was frayed at the collar but that he refused to throw out. Once he was ready the two of them headed downstairs for breakfast, walking by Penny's door without going in. He figured that if she was still asleep, she could use it, but when he got downstairs it was to already find his daughter sitting at the table, a stack of pancakes in front of her.

She was chatting animatedly with Natasha, and he was glad to see that she was growing more comfortable around everyone, then again, Natasha was a special brand of tender with kids. The woman listened to the teenager with rapt attention, asking questions here and there at the appropriate time, and he felt himself getting a little jealous, which was dumb. All things considered, Penny spent a lot of time with him, stuck close when they were in bigger crowds, and seemed as though she were opening up to him. Tony didn't need to be jealous, but he just wished he could connect as well and carry as easy a conversation as Nat was.

Penny turned to look at him as he approached, stopping and swiveling in that strangely graceful way of hers. She smiled when she saw him, and he couldn't help but smile back.

"Good morning, Tony!" the girl greeted around a mouth of chocolate chip pancakes. She was smiling brightly, but something felt...off. He didn't know how to describe it, but something felt wrong. He brushed it aside as his usual paranoia, instead giving her his own greeting.

"Morning, Pumpkin. How's your breakfast of sugar?"

"It's really good!" she exclaimed. Tony raised an eyebrow at Natasha, who was eating her own pancakes.

"Bucky made them," Nat explained as if it answered everything. Which, it kind of did. Bucky, though he didn't care too admit it, was one of the best cooks he'd ever met, who hadn't been trained professionally anyway. Tony was sure his pancakes were amazing, though he usually didn't eat the man's food. It wasn't out of hate, but he just had a hard time with the soldier in general, he couldn't imagine eating anything he made.

"Well, I think I'll just stick with my coffee," he said, but Pepper gave him a glare, "I'll eat something too, Pep, jeez. You act as if I don't eat half my own weight in blueberries everyday."

Once everybody had eaten and the kitchen had been scrubbed clean of flour and dishes, everyone began heading back to their room to get dressed for some super touristy activities. Clint's kids had looked beyond excited when Pepper had told them what they were doing today, rushing off to their room to go and get dressed. Penny had also looked excited, but more withdrawn, and she looked tired. Really tired.

He guessed her good luck of sleeping peacefully on the plane had worn off.

He just wished he could help her out, and his thoughts strayed briefly to therapy. He took therapy, obviously, and maybe Penny should as well. This was a lot to deal with, especially for a teen, hell, it was a lot for him. The man briefly entertained the idea of them taking therapy together, not for the heavier stuff, like what he'd seen as Iron Man, but rather just for the two of them. He'd have to see what Pepper thought, and if Penny would be okay with it too.

In less than thirty minutes they were all back in the cars, dressed and teeth brushed and ready to go and explore. The ride took about an hour, them passing through the same village they had last night (it was pretty, but there wasn't much to do, much less to keep three kids and a toddler entertained) before they got on the road that led to Venice.

Penny was silent basically the whole ride, staring out the window absently and only talking when talked to, but not saying anything, which he thought was strange. Sure, he hadn't known her for long, and she wasn't the _most_ comfortable around him, but she was generally a lot more talkative. He guessed it had more to do with the fact that there were so many people, and them being superheroes and celebrities probably didn't help. Tony didn't say anything though, at least, not in front of everybody who was packed into the car. Maybe over some fritole, when there was less of everybody around.

Tony pushed it aside for later as the came to the outskirts of the city where they had to find a place to park their cars and grab a boat instead, "Everybody got their disguises?" he asked as he stepped out of the van, putting on his own baseball cap and sunglasses.

"I don't know if this counts as a 'disguise,'" Penny said, placing a floppy sunhat with a red bow on her head and putting the glasses he'd given her a couple days ago on.

"It works fine for me," Steve offered, pulling a hood over his hat. And honestly, if Steve could get around without someone recognizing him, Penny would do just fine. She was about as unassuming as you could get.

"See, all good," Tony said reassuringly, wondering if Penny was pointing it out because she was scared. The girl wore her heart out on her sleeve, but it was harder to judge the little things when you didn't completely know someone. He'd get better at it, better at being there for her, at keeping her safe and making sure she was happy, "Come on. I already got us a boat, and if we ever want to get to the city we should get moving!"

Everyone followed after him and Pepper, who bickered the whole way there and continued even as they climbed on the nice boat that Rhodey began driving. Everyone ignored their arguing, no doubt used to it by now, which died down as they took in the scenery of the city. Tony had always loved Venice, and fond memories from his childhood with his mother flitted across his mind. Them in a small boat that she let him try and drive, afternoons spent chasing pigeons and eating zeppole and gelato. They were the moments he missed the most, the ones he wished he could experience again.

As he glanced at Penny who was staring at the buildings on the water with fascination and wonder, he thought that maybe he would.

Rhodey took them all around the city, at Tony's instructions of course. They went to a science museum (which really only him and Penny had enjoyed), toured the city where Steve had showed them where he'd been during the War, ate at one of the fanciest restaurants in the city, and basically did every single touristy thing that he thought Penny would enjoy. After they left the Peggy Guggenheim collection and were on their way to Musica A Palazzo however, she looked...sad, almost. Tired, certainly, and just completely out of it.

He'd noticed her tiredness throughout the day, but he'd thought that it would wear off eventually, especially after they all stopped for coffee. Yet she hadn't improved. In fact, she looked even more tired and out of it than she had earlier.

Tony frowned in concern. He'd thought that she'd enjoy time out of the Tower, especially in another country known for its sights and entertainment, but he guessed from the way her feet dragged slightly and her face was scrunched up in exhaustion that he had been wrong. Tony sped up a little until he was walking beside Pepper, getting her attention quickly.

"Something's wrong with Penny," he whispered, and he could tell that his fiancée was resisting the urge to look back at the girl, "I'm gonna take her somewhere else, get her away from the crowd. We'll be back soon."

Pepper nodded and he dropped back to Penny, who was lagging at the back of the group, clearly distracted by a vendor selling masks and hats. She looked away from it as he fell into step beside her, jerking his head in a motion that clearly meant for her to follow him. She did so obediently, looking back at the group in confusion but still stepping after him. Once they got a little farther away, at the vendor she'd been looking at earlier, he began talking.

"You just looked like you could use a break from everyone," he explained, looking at the ornate masks in interest, "Which one do you want?"

"Uh--what? Want?" she stuttered, clearly confused.

"Yeah. Little touristy souvenir. I like this red one, it's a good color for you. Me too, obviously," he held the mask up to his face to demonstrate just how pretty it looked on him.

"I--what? I'm sorry, I didn't mean to make you leave the group, I mean--"

"--There's no where I'd rather than with you, Pigeon," he interrupted, cringing a little at her apology. He didn't want her to feel like she was a burden, or like she was annoying him. That was the last thing he wanted, besides, he loved every second he was with her, "I'd also rather you were happy. Don't feel like you have to be for me, but I want to make whatever it is better."

"Oh, uh..." she shrugged, "I don't know, just tired."

From the look on her face, and the way she'd squirmed just like that day he'd taught her how to make coffee, the man could tell that it was more than that. He was almost thankful that she was such a shitty liar, since it made his job just a fractionally bit easier. For example, he knew there was a problem, he just didn't know what it was or how to fix it. But at least he knew that something was wrong. That was a start, right?

"Hm," he hummed, grabbing another red mask that was similar to the first one he'd picked up, "So, red?"

"Red," she agreed, and he noticed the way the tension in her shoulders released fractionally and her eyes looked less panicked as he moved on.

He'd get to the bottom of this, one way or another. He wondered for a brief, terrifying second if _he_ was the problem. She hadn't been like this a couple days ago, but that was all this had been, a couple of days. What if she had realized how awful he actually was? How much he had ruined her life, and how much he'd let her down? What if she'd realized that was terrible and awful and couldn't keep her safe and--

"Tony?" Penny asked hesitantly, looking up at him, and he realized that he hadn't moved from where he'd bee grasping the masks, his grip too tight.

"Sorry, just looking at the details. Come on."

The billionaire paid for the masks, as well as a tote bag that read 'You Stole a _Pizza_ My Heart,' and the two began making their way around the city just by themselves. He headed towards the bakery he remembered going to as a child, that he always went to when he was in town no matter what (though the first few years after his mother's death he'd been too distraught to even think about coming), his feet carrying him there on muscle memory alone. Penny kept up with him easily, still inspecting the scenery around them but unable to keep the exhaustion off her face.

"Where are we going?" she asked after a few minutes of walking.

" _Dolci di Connie,_ Connie's Sweets. Gosh, you don't know Italian do you?"

"Solo un po," Penny answered, much to his surprise, looking sheepish and unsure. He smiled at her in what he hoped was a reassuring manner.

"Well, it's the best sweet shop in town. It's small, and me and my mom used to go there every single time we came to Italy. It's the best, I promise."

By the time he'd finished explaining, they'd arrived at the small bakery. It was a perfect mix between polished wood and and cobbled stone. Little tables sat outside, pink umbrellas providing shade for the occasional customer, and the sign _Dolci di Connie_ shone in golden, loopy letters. It was the same way it had always been. Perfect and peaceful.

Tony held the door open for Penny, the small bell alerting the woman talking to a mother and a small child in Italian, who looked up and flashed the two of them such a bright smile that he couldn't help but smile too.

"È stato meraviglioso vederti, Jan. E anche tu, Mikey. Ci rivediamo presto!" the woman said to the pair that was leaving the store, passing Tony and Penny, and he was glad to see they paid them no mind, either not recognizing them or not caring. He basically rushed to the elderly woman, taking in her silver hair that was pulled back in a tight bun, her smile highlighting the happy wrinkles that stained her face, "Anthony! It's so good to see you! It's been forever since you've come here."

She kissed his cheeks, grabbing the sides of his head like she had when he was little, despite the fact that he was much taller than her. The touch was motherly, and the thought almost brought tears to his eyes, but he forced them down. This was a happy visit.

"Well, I was in town, and we're in need of some heartwarming sweets." Her eyes shifted from him to where Penny stood behind him shyly. The girl gave the woman a small smile and a wave, looking impossibly adorable and he wondered not for the first time how he'd made someone so sweet, "This is Penny. Penny, this is Connie. I've known her since I was four, and she's the best damn cook in all of Italy."

"Ah, watch your mouth, Anthony," Connie scolded through her thick accent, "It is molta bene to meet you, Penny. I have heard much about you."

"You have?" Penny asked, going to shake the woman's hand but being pulled into a hug instead, Connie kissing her cheeks. He noticed curiously how she barely tensed, and actually seemed at ease with the woman she'd just met.

"Of course! Anthony used to tell me all about you when you were younger. He'd bring back all kinds of sweets for you. Your favorite was the zeppole."

Penny blinked, her face blank as she took it all in. He had used to bring her sweets from Connie's whenever he could, and he'd loved to gush about his daughter to the woman that felt like a mother. It was obvious Connie was ecstatic to meet the girl he'd always talked about so fondly, especially after he'd started coming to Connie's to just grieve. He'd always meant to introduce them, but he'd just been so busy he hadn't had any time to bring Penny to Italy with him.

"I--uh, don't remember that," Penny admitted bashfully, looking distraught, but Connie paid her no mind, stepping back behind the counter.

"I'm sure all you need is some dolci, Bambina. What do you want, Anthony? Penelope?"

Penny surveyed the glass case displaying all types of baked goods and candies. The next case over held cases of gelato, all types of flavors in a rainbow of colors and sugary smells in the air. His daughter looked a little overwhelmed at all the choices, not sure what to choose, so he took over.

"Uhh, a dozen zeppoles, two bombolones, half a dozen cannolis, and a small vanilla gelato each," he listed off, and Connie began taking the items off the display and putting them in individual boxes before putting it all in one bag. She then scooped them each a small cup of gelato, passing it to them like they were _both_ children. Once she had given them everything he'd ordered, and he'd paid, she walked them to the door.

"Are you sure you can't stay, Anthony?" Connie asked, a small smile on her lips as her eyes strayed to Penny, "I haven't seen you in ages and we have so much to catch up on."

He considered it for a moment, but another new person was the last thing Penny needed, and he still had yet to figure out what was wrong, "Nah, we're gonna go enjoy the scenery. Besides, we're here all week, so I'll come by later."

She grabbed him in another hug, kissing his cheeks again, and then did the same to Penny, "It was good to see you, Bambino. And it was wonderful to meet you, Bambina."

They left as quickly as they came, the two of them waving goodbye at Connie and heading to a dock that was advertising boats for rent. They were lucky it wasn't tourist season and so they had plenty of options. Tony paid for a nice, small, green boat, and the two headed back on the water, their box of sweets sitting beside them as he drove the boat at a leisurely pace along the canal. They sat in silence for a bit, just eating their gelato as Tony steered the boat. Penny sat on the bench beside him, stiff and silent.

"Gosh, what have I done?" he asked playfully, "You're going to go from dead on your feet to a sugar high so fast I'm going to get a headache."

"Oh, uh--"

"--Kid, if you apologize, I'm throwing myself off this boat and then you'll have to explain to everybody why I'm soaking wet. Just eat the sugar." She smiled at that, clearly holding back a laugh as she took another bite of her ice cream. He'd have to make her eat a vegetable soon or all she'd had today would be sugar, which he was pretty sure parents were frowned upon for, "Seriously, kiddo, what's eating you?"

She shrugged, looking away from him a little, "I told you, just tired."

"Did you have a nightmare last night?"

"No, no uh, I couldn't fall asleep for a while, but Friday suggested tea, and it was fine after that."

He considered calling her bluff, noticing how she still wouldn't look at him and the way she continued to squirm, but he didn't want to make her say something when she didn't want to. He'd hated it when Howard had always dragged the truth from him, when he'd only kept it to himself because he knew his father would be angry, would lash out. But he wouldn't do that, he would never do that to Penny.

_(She doesn't know that. She doesn't know you, because you failed her.)_

Well, if she wasn't going to talk to him about whatever was bothering her, he'd just have to try and make her laugh, make her smile, make her trust him until she was ready to come to him.

"Okay, but if you need me for anything--to talk, or to just be there, whatever--you know where to find me," he said seriously, taking a cannoli out of the bag, "Okay?

"Okay."

He nodded in satisfaction, passing her the dessert he'd taken out of the bag, "Cannoli?"

"Uh, sure," she bit into it, and her eyes widened in shock and delight, and he snorted.

"What'd I tell you? Connie's the best cook in Italy."

"I believe you," Penny responded, finishing the one he'd handed her and reaching for another, "Your parents used to take you there all the time?"

"No, uh, my mom used to take me, and Jarvis--our butler--did too. Howard and I were never very close."

"Oh," her brows were furrowed and her expression was a mixture between concern and shock, and he couldn't help but think about how they weren't very close, making his chest ache, "I'm sorry, I didn't--"

"--Hey, what'd I say about apologizing?"

"...You'd throw yourself off the boat?"

"Exactly! Knew you were smart!" he joked, wanting more than anything to move past his awful relationship with his own dad, "Pen, we haven't even known each other a week and I've already heard more apologies from you than I've said in my entire _life._ So, new rule, no apologizing."

She raised an eyebrow at him, but her lips curled in amusement slightly, "Not even if I like, spill water on someone?"

"Depends. Who?"

"Uhhh, I don't know, you I guess?"

"Nope, no apologizing, not even then. But, I must say, that sounds like a threat."

She snorted at that, "I don't think a little water could take down Iron Man."

Right, because he was Iron Man--he was the famous Tony Stark--not Dad, not the man who had raised her and loved her, because he wasn't, "So, what else do you want to do while we're here?"

"Oh, I don't know. What do you do in Italy?"

"We've already done a lot of the general touristy shit in Venice, but we could make our way to other cities. We also don't just have to do 'Italian things.' We could go rollerskating for all I care. You ever been rollerskating?"

"Once," Penny answered, "On Ned's eight birthday."

"How long have you guys been friends?"

"Um...since second grade. And then MJ and I've only been friends for a couple of months, but we've known each other a while."

So her and Ned had been friends for a long time. That was good, more likely to stick together for the right reasons. He was a bit more nervous about the girl, MJ, but it had still been before everything, so he just had to hope and make sure that she didn't do anything.

"So, uh, I don't know, tell me what you like to do," he said, stumbling over his words a little, "You said you like Star Wars, but um, what else are you into? What do you like to do after school?"

She seemed to think for a moment, as if she'd forgotten everything she liked to do the moment he'd asked, "Uhh, I don't know, Michelle got me into Hamilton recently, and I really love Harry Potter. After school I guess I usually just, hang out and do homework."

"Hamilton? That't that new musical about the president, right?"

"No!" she responded almost heatedly, "Hamilton was the treasurer! Anyway, the original cast just left, but it's still supposed to be really good!"

Okay, so he needed to take her to Hamilton and get the original cast to perform. He was sure he could swing it, but it'd take a while to set up, so it would have to be next week's activity then, "Yeah? You like musicals?"

"Um, some of them. I really like Starkid, but I generally listen to just like, seventies and eighties, and pop. It depends with musicals."

He hummed, and the silence resumed as they ate their food and floated along the canal, Penny occasionally waving at passing boats and pointing at a crab she saw swimming through the water in excitement. He tried to match her enthusiasm while simultaneously stay calm so that she didn't get too worked up. He didn't know a lot about teenagers, but he doubted a lack of sleep, an overload of sugar, and too much over excitement would do super great together.

An hour had passed by the time he drove the boat back up to the dock he'd rented it from, and most of their sweets were gone by then. Penny still looked tired and tense, but at least she looked a little more at ease than she had earlier when they'd been in the group. He was right about the sugar making her hyper, but really only to a certain extent.

They walked around the town a bit more as they made their way back to the dock that held the boat he'd gotten for the whole team. The team itself was waiting for them, faces turning relieved as they all caught sight of him and Penny. Tony was sure Pepper had told them all that they'd left intentionally, but he got them not being able to relax until they had the girl within their sights.

"What, you miss me?" Tony asked in lieu of a greeting.

"You? You kidding?" Rhodey replied, "I missed the munchkin over there. Now get in the boat, unless the bag you've got there is dinner, we should be going back."

"It's better than dinner," he said as he got in the boat, turning around to help Penny, but she got in weirdly gracefully, especially considering she was holding a very tired Cooper. He turned back to Rhodey, "I got Connie's."

"You bastard, you went without me!" his friend exclaimed, and Laura cleared her throat, gesturing to where the children were sitting, "Sorry. You better have gotten me some, Tones."

"Mm, sorry, me and Penny ate it all, better luck next time."

"Wow."

* * *

A flash of blue heat overwhelmed her as a ragged scream that sounded like a gunshot rang through the air. Then suddenly hands were on her, hot and cold at the same time, pulling her down as she was touched where she didn't want to be, held and pressed in ways she couldn't forget. Suddenly, she felt like she were being crushed by all sides, and there was another scream as blood fell from the sky and onto her, weighing her down, drowning her. She couldn't breathe, she couldn't see, she didn't know what was happening or--

Penny shot up in bed, her arms wrapped down and restrained, making her struggle and fight in a flurry of panic until she suddenly found herself on the floor, her head ringing from where it had smacked the hard wood. Wood. Bed. Covers, it was just bed covers, because she was in her room in Italy with the Avengers.

She dragged in a raggedy breath, the air barely coming in as she tried to force the nightmare out of her mind. It had been too much, too much screaming and feeling and drowning and--

"--Penny, focus on my voice," Friday said gently, "Breathe in through your nose and hold it as I count to three."

The girl followed the now familiar instructions, forcing herself to take in breaths at Friday's instructions. It was the third time Friday had had to calm her down for the four days she'd been at the Crystal Villa, which was worrying to say the least. Sure, she had nightmares, she was used to them by now, but she didn't usually have this many. Maybe it was the new scenery, like Bucky had said, maybe it was the too sudden shift in her life and May and Ben's betrayal, or maybe it was that stupid message that she couldn't stop thinking about, that she couldn't get out of her head no matter how hard she tried to focus on whatever activity Tony had planned for the day, which were always super fun and she just wished she could focus on it.

"Good job, Penny. Would you like me to alert Tony?"

"No thanks, Fri," she breathed. Friday always suggested that she talk to Tony whenever she couldn't sleep or she had a nightmare, but she'd somehow managed to convince the AI not to alert the man, as long as she calmed down and made some tea to try and go back to bed, which she guessed she was thankful for. So Penny managed to sit up, place the covers back on her bed, and tiptoe out of her room without alerting anyone that she was awake.

She hadn't seen Bucky, or anyone else, in the kitchen since the first night she'd made tea, which she was glad of. As she made her way to the common floor however, she paused, cocking her head when she arrived at the stairs. There was music playing, a piano, and calm washed over her. It was relatively faint, though easy for her to hear, so she guessed it was on another floor. Now a little intrigued and confused at who was playing piano at three in the morning, she turned around and tried to follow the noise.

Penny was relatively familiar with the house by now, but it was still huge, so it took her a bit to find the stairs for the floor above. From then on, it wasn't too hard to make her way to floor after floor, each time stopping as she tried to pinpoint the music. She didn't bother to explore the floors, not wanting to disturb whoever was sleeping.

She went through three floors until she finally found the floor the music was coming from, the sound melodious and gentle. The floor had a different look from the rest of the house, with old photographs and paintings hanging on the wall. She passed them, looking at each painting and picture in fascination. There were family portraits of Tony and her grandparents, pictures of him when he was a baby spanning all the way up to his teenage years, where they stopped suddenly. There was even a drawing, clearly done by a child, of a boy with his parents.

The teen stared at it for a couple of minutes, but startled as the music stopped and was picked up again, whoever was playing starting a different song. She moved past the pictures and the paintings, turning the corner to where she assumed the music was, watching in surprise as Tony played the piano. His hands moved across the keys gently and methodically, the tune so calming that she might as well just fall asleep right there.

Penny considered going back downstairs, maybe to the kitchen but probably just to her room, but she could't force herself to go, too enraptured by the music. She wondered when he'd learned piano, if he'd taken lessons or if his mother had taught him. What song was he playing? She certainly didn't recognize it, but she wished she had. It was so nice and soothing that she just wanted to listen to it all the time and--

"Penny?"

She looked up in surprise to find Tony looking at her, his face drawn in worry as he took in her appearance. She probably didn't look great, with rumpled pajamas, messy hair, and a tear stained face that was a blotchy red. Penny crossed her arms a little defensively, tucking a strand of hair behind her eat that immediately fell back, "Sorry. I just, uh, couldn't sleep, and your music was really pretty so I came to listen better. I didn't mean to disturb you I can go back downstairs, sorry--"

"Stop apologizing, Panda," Tony interrupted. He patted the seat next to him in a clear invitation to sit, which she did hesitantly, staring intensely at the sheet music. The song wasn't one she recognized, and rather than printed out, it was handwritten, with little marks crossing out mistakes and notes to the side about what to change and improve. A glance at the name written in the corner explained why she didn't recognize it. _Maria Stark._

"I didn't know you played," she remarked, hoping that he wouldn't press her about why she was awake at this hour, "Did your mom teach you?"

"Sorta. I had an actual piano teacher when I was younger, and I took lessons at boarding school, so she didn't really _teach_ me, but we did use to play together," he responded, "You play?"

"Um, I can read sheet music but I never learned the piano. I, uh, played the tuba in band for a few years."

He snorted, "The tuba? That thing must've been twice your height!"

"Yeah," she giggled. It had looked pretty ridiculous, but she'd come to love the instrument and the deep sounds it made, "I chose it 'cause some boy in seventh grade told me I wouldn't be able to play it, so, challenge accepted I guess."

Tony hummed, smiling a little, "Well, I don't have a tuba with me, but would you like to learn to play piano?"

"Uh, sure. Yeah, yeah, that'd be nice."

Tony shuffled through the papers, pulling out a song that he said was a little easier and placing it on top, and then showing her where to place her fingers on the left end of the piano while he took the right. She was a little rusty at sheet music, as she'd quit band forever ago, which she was reminded of when she hit the wrong key. The note was jarring in the air against the simple melody that she and Tony had going, making her freeze and wince.

"Here," he said, moving to grab her hands and then pausing when she tensed, "May I?"

She pushed down bile, pushed away thoughts of nightmares and nights she'd rather forget as she nodded. This was Tony Stark, Iron Man, her father. She was fine. So, at her nod, he placed his hands over hers, their shoulders touching, and the two played the song, his fingers guiding hers as they played the song. It was a sweet and slow melody, and she noticed the lyrics were Italian when she looked at the paper.

As her father showed her how to play piano, gently explaining notes and keys she didn't get, guiding her hands, helping whenever she made a mistake, never criticizing, never pushing for any kind of answer, she considered telling him. Telling him why she was awake, why she hadn't been able to get a good night's rest all week, why she'd been so sensitive to being touched this week when she was usually fine. But she didn't want to ruin the moment, didn't want to make him upset and what if he got mad at her and--

"Hey." She looked up at Tony's soft voice to see him staring at him worriedly, stress lines clear on his face. It took her a moment to realize that they'd stopped playing, music no longer streaming through the air like a gentle wave, "You alright, Pen?"

Penny shrugged, moving to rub tiredly at her eyes and then realizing with horror that she was crying, her tears silent as they dripped off her chin. She couldn't really say she was fine now.

"Penny, I just want to help. If you don't want to talk to me, you could talk to Pepper, or Rhodey, or--whoever you want, kiddo, really. Just, whoever you think will help," he assured, giving her a look so intense and sincere that she couldn't help but believe him. Couldn't help but trust him.

"I...I want to, uh, talk to you, I guess. But...I--promise you won't get mad?"

"That I won't get mad?" She nodded, and he held up his left arm while placing his right over his heart, "I promise that I won't get mad, angry, or upset, and that whatever it is, you won't be in trouble."

She smiled, huffing a laugh at his show of a promise, but took her phone out of her pocket anyway. Her hands fumbled and shook, and she struggled to put her password in. Once she'd entered the code, she clicked on Instagram and began searching through her messages for it. She almost hoped that she'd lost it, that she'd imagined it all, because even if she'd told Tony she wanted to talk, she still felt like she was going to throw up, like she might pass out any moment from embarrassment and horror. She was a superhero, she should be able to deal with this! But she just...couldn't. So, when she found it, she clicked on it and shoved the phone into Tony's hands.

He took it silently, looking at her in concern before directing his attention to her phone, and she watched him uneasily, her leg bouncing up and down no matter how hard she fought to still it. Her heart thumped so hard in her chest that it physically hurt, and everything shook in fear and anticipation. She saw the exact moment the message really hit Tony, because he immediately swore, his face drawing up in anger as his eyes flashed and his brows furrowed. Penny flinched when he looked back up at her, his anger turning into horror.

"Penny...when...when did you read this?"

"I...um...first night here," she choked out, putting her head down to avoid looking at him. She couldn't take the rage, disgust, and dread in his eyes, "I'm sorry, I didn't want to--"

"--No, no, don't apologize, please," Tony interrupted pleadingly, "I should've known something was wrong, I should've... Pen, can I touch you?"

She had to think about it for a moment, but eventually she nodded, and Tony immediately placed a hand on her cheek, his touch soft and hesitant as if she were going to break. And if she were being honest with herself, she might. It was all just so much. A new life, completely abandoning her old one, fame, and now this...she just didn't know what to do.

Tony wiped away a tear with his thumb tenderly, and she looked at him as he did. He still looked angry, still upset and so, so sad, but as he wrapped his arms around her in a hug, she felt nothing but love from him. It felt like when Ben or May had held her after Skip, how they'd just held her in their arms to make her feel safe, like she could never be hurt again. The thought made her sob, and soon enough she was full on crying into Tony's shoulder, sniffling and sobbing as she dragged in ragged breaths of air.

"Shh, shh. It's okay, baby, it's okay. I'm right here, I've got you," he assured, rubbing her back in soothing circles, "I'm gonna fix this, okay? He'll be arrested, and Friday will vet messages and calls from unknown numbers. I'll fix this. I'll fix this..."

The teen just continued to sob, wishing beyond belief that she would stop, but she just couldn't. So Penny continued to cry as Tony held her, rubbing her back and her head tucked under his chin. When she was finally out of tears to cry, she unwound herself from Tony but continued to lean on him, rubbing at her eyes, making a flurry of color dance across her vision.

"Sorry."

"What'd I say about apologizing, Bambina?" he joked, but it fell flat. He turned more serious, "I'm really proud of you for coming to me, Penny. I know that this is scary, and that you don't really know me, but I'm so _so_ proud. And I promise I'm not angry--not at you, okay?"

"Okay."

"God, I'm so sorry, baby. I'm so sorry," the man apologized, resting his head atop of hers. She just blew out an anxious breath, her eyes fluttering tiredly as Tony brushed a strand of hair away from her face. She felt better somehow, like telling him had just made everything easier. She was still scared, still anxious, but she felt safe. Safe enough that when her eyes closed, they stayed closed.

**Notes for the Chapter:**

> Hey guys!! Hope everybody's doing well, I don't have much to say today other than that this is now the new record for the longest thing I've ever written, so :) Tell me what you think!! Love you <3<3<3


	21. Before She Was Ready

**Notes for the Chapter:**

> Did I literally write this one in just two days when the last chapter took me two weeks?? wtf is that bs???

May remembered the good days, before everything went wrong, though it was impossible when to tell when that was. It could've been the day Richard decided to join some crazy ass cult and kidnap a child, it could've been the day he died, leaving said child in her and her husband's care, it could've been when Ben died, causing her and Penny to completely shut down. One thing she was sure of though, was that the worst of all these moments had been the day Tony Stark had shown up at her door.

She'd been afraid, afraid of what he knew and what he'd do. The woman wasn't afraid now, just downright pissed as she stared blankly at the cement wall of the new cell she'd been transferred to while she awaited trial. She couldn't stop thinking about her niece when she'd come by a week ago, how she'd already been acquainted with Stark, had grabbed his hand and he in turn had touched her shoulder.

_"No, it's Tony's,"_ she had said, a fire burning in her eyes.

_"It doesn't make him right,"_ she had spit out, storming out of the room, leaving her behind. Leaving Ben behind.

Stark had already done something, had already convinced her that May didn't love her. Penny acted like she hadn't raised her, hadn't taken care of her and comforted her like she was her own daughter. It wasn't Penny's fault, though. She was in shock, she was scared, and who wouldn't love for their favorite superhero to be their father? It was childish excitement and confusion that was making her act this way, but she'd fix it.

Brown had promised that she'd get to be with Penny again, that they'd stay together, and while she wasn't generally in the habit of trusting men she didn't know, he was her only out. He was Penny's only out, so he would have to do.

"Great. So the first thing we're going to do is piss Stark off," he'd said, and she had looked at him in confusion.

"That doesn't seem like a great idea," she'd responded, "Stark isn't exactly known for going easy on the people he hates."

"That's not the point, and he hates you anyway," he'd argued, "We need him as vulnerable and as confused as possible. Anything you can think of that'll make him mad, and bonus points if you make Penny doubt him too."

"So, what, insult him?"

"In a sense," he'd said in a tone like she was a young child, which was ridiculous because she was sure she was at least a decade older than him, "You need to make him angry enough that Penny would rather him not be in the room. He doesn't even have to be scary, just make her uncomfortable. He'll do anything she says, he's so desperate for her to like him."

"Seems simple enough."

May had hated playing the Skip card, had hated how Penny had flinched, looking away and folding into herself so intensely she'd looked like she was ten again. But Brown had been right. Not knowing why Penny reacted the way she did, and the fact that May hadn't told him, had done it, and her niece had sent him out of the room. She was grateful that at the very least, Stark seemed to respect Penny's privacy, though she wouldn't put it past him that he'd been recording their conversation.

The woman was about to try and sleep on her dingy little cot when there was a rapping on her cell bars. She sat up sharply, looking at the prison guard who had his baton out, and was staring at her with a look of boredom, "Your lawyer's here."

Good, she'd been wondering when she'd hear from him again. She allowed herself to be cuffed and led to a different room, where Brown was sitting peacefully, his hands clasped over one another.

"What next?" she asked once the officer had left and she'd sat down. She was glad to see that she hadn't been cuffed to the table, then again, she wasn't really much of a threat. Brown smiled at her words, looking quite pleased.

"Good job with Stark. We saw the footage, and my boss was very impressed," he praised.

"Saw the footage?" she repeated, her brows furrowing. How had they gotten access to the footage of a top secret talk with an Avenger and the woman who had "kidnapped" his daughter?

"We've got connections everywhere, all over the world in the most hard to reach places you could imagine. We even had a hand in SHIELD before it fell, as well as a few agents 'with' Hydra."

"And your boss?"

"That I can't say," he replied, "But I am here on behalf of him. I'm delivering a message, a question."

"Which is?"

"What are you willing to do for Penny?"

May's voice was so sincere, so serious, it was undeniable when she responded, "Anything."

* * *

May hadn't been ready for the day Penny was dropped on her doorstep. Well, more like they'd gotten the call that Richard had died and that Penny had been left to them, and that if they were willing and able they'd need to fly down to New Mexico to get the girl within the next week or two. She hadn't ever wanted kids, they hadn't been in her and Ben's plans, but she knew Ben wasn't going to just turn her away, and she didn't want to either.

She'd met Penny only a handful of times, since tickets were expensive and it was hard to get off work to go to New Mexico, but she'd always been overjoyed to see the girl whenever they did. She was a bright ball of sunshine, chatty and smart and painfully honest in that cute way only a child could be. The nurse knew that the girl had had some problems when she was four, with Richard reporting that she always missed her mother, and May wished she'd known more about him before he died.

Richard had always been private, and apparently he and Ben had had a falling out at one point, which was why they hadn't really talked since they got married. So when he'd called them they had been beyond shocked and surprised to hear that he had a daughter.

"Her name's Penny," he'd explained to Ben on the phone, "Her mother and I were dating a few years ago, and she got pregnant and died in childbirth, leaving me with her. I'm sorry I didn't call sooner, I just, didn't know what you'd say..."

Ben had just smiled, a sad, forlorn smile, despite the fact that Richard couldn't see it and had said, "I'd say I'm ready to meet my niece."

And met her they had. They'd gone down to visit her, they'd called her and Rich once a week, and had done everything they could to be supportive, but they'd never expected to one day be her _parents._

"We can't leave her alone, May," Ben had said the night they'd been told of Richard's death, "I know we haven't been saving up for a kid, or been planning for one, or even have the slightest idea on how to be parents, but we just _can't."_

"So we'll take her in," May had responded, taking his hand, "I've got a social worker buddy at the hospital. I'll call her, ask her exactly what we need, and see if she can speed the process along."

Janice had indeed sped up the process, helping them gain full custody and teaching them how to jump through the hoops that were interstate adoption. And so in no time, Penny was with them on a plane that landed in New York. She'd been silent the whole time, looking sadder than any child should, and still not saying a single word beyond 'thank you' and 'sorry' as they reached the apartment.

"This is your room, Penny," May had said, showing her the room they'd set up for her. It had been white with a simple twin bed that had pink sheets. It was a pretty plain room, but they'd brought Penny's stuff with them, so hopefully the girl's plethora of stuffed animals would liven it up a little. Penny still hadn't said anything, just staring around the room with a blank expression, "We're having dinner soon. Ben's making pizza, do you want anything other than cheese?"

Penny had just shrugged, still not saying anything, and still not talking through dinner, no matter how hard she and Ben tried to engage her. Reluctantly, they'd let her go to bed early, guessing she'd just needed some time to herself.

Ben had already been in bed when she'd heard the crying coming from Penny's room. There had been gasping and slightly stifled cries, and May had rushed in, afraid she'd been having an asthma attack, only to find the girl hugging a stuffed lion so tightly she'd been afraid the head was going to pop off.

"Hey, shh, shh," May had tried to console, sitting next to Penny and wrapping her in a hug, "It's okay, baby, you don't have to cry."

"H-he said he wouldn't--wouldn't leave me ag-again!" Penny had choked out through her ugly crying. She hadn't completely understood her words, though the woman understood why she'd said them now. But unknowing and confused, May had just carded her hands through the girl's long hair, "He--he promised!"

"He didn't want to, baby. Nobody wants to leave their baby," May had assured.

"Bu-but he did."

"I know, I know. But, your dad would be here if he could, he'd give _anything_ to be here with you, y'know why?"

"Why?" Penny had sniffled.

"Because he loves you. He still loves you even when he's not here, so he's made sure me and Ben are here to love you while he's gone."

"D-do you?"

"I do. With everything I have."

* * *

May hadn't been ready for Penny's first day of second grade, her first time going to school with Ben and May, her first day without either of them there helping her along. She'd always had terrible separation anxiety, even if at least one of them was with her, she just couldn't believe that she wouldn't lose them. At least, that's what her therapist had said when they'd gone to their first visit. Their first of four.

Ben had wanted to keep sending her so badly, which was reinforced every time the girl had had a nightmare or had cried while he looked after her and May worked, but they hadn't been able to afford it, and their insurance had refused to cover for it. Richard had left them a little money, but not a lot, and most of which went into Penny's schooling and room and the fact that they had an extra mouth to feed. Sending her would've been impossible. So, with heavy hearts, they'd stopped.

She had gotten better though, and neither of them could stay home as much as they had been anymore, so May had enrolled her, bought her her supplies, and prepped her bag. Ben had been packing her lunch while she went to wake up their niece. She'd been sleeping so peacefully in her Captain America pajamas that she hadn't wanted to wake her up, but the first day of school was pretty important.

"Wake up, Penny," she'd said in a soft voice, knocking lightly on the wall by Penny's bed to better get her attention. She'd woken up slowly with a tired groan, flopping her arm in front of her face in response to the lights she'd turned on, "Time for school."

"I don't wanna," the girl had whined, but she had sat up in bed nonetheless, putting her glasses on.

"Come on, you love school! Dad used to call and talk about how smart you were all the time!" Penny had just frowned, giving May the cutest pout ever with her big brown eyes and rosy cheeks, and she'd physically forced down the urge to aw, "You said you liked the school. Remember how sweet Mrs. Johnson was? And how colorful her classroom was? What about the computer lab? You said that looked cool."

She'd just shrugged, and May had known that she just didn't want to be left alone, but that she didn't want to admit it. Children weren't the best communicators after all.

"Y'know, I'm not supposed to tell you this, but you and Ben are making cookies after school."

"We are?" Penny had asked, perking up and smiling a little.

"You are," she'd affirmed, "With M&M's and chocolate chips and sprinkles. He's going to take you the New York Hall of Science too. But, only after school."

Penny had dashed out of bed at that, rushing to her dresser to start pulling out her clothes, but pausing when she'd seen that May was still there.

"Get out! Get out!" she demanded in childish enthusiasm, pushing her out of the room with all of her strength, "I've got to get dressed!"

"Do you now?"

"Do you want me to go to school or not?"

May had laughed then, full and hearty, and she'd heard Ben laugh from the kitchen where he was making pancakes. Penny had just scrunched up her nose in indignation, looking insulted as she'd given her one final shove and closed the door. She'd chattered all through breakfast, given Ben a big hug when he left for work, and chattered still on the subway as they headed towards her school. The moment they'd entered the gates though, her jaw had clamped shut with an audible click, and she'd clung to her leg, refusing to let go even when they'd reached the classroom.

"Ah, Mrs. Parker," Mrs. Johnson had greeted when they'd walked through the door, taking in the sight of the seven year-old clinging to her like her life depended on it. The behavior was typical of kindergartners, but generally not second graders, still, she'd taken it in stride, and May had been so glad Ben had taken the time to explain their situation to the school and her teacher, "And Ms. Parker, very nice to see you again. You nervous?"

Penny'd shaken her head, letting go of May's leg but grabbing onto her hand as if in compensation, "'Course not. It's just school."

"Of course," she'd agreed in a sweet voice, "Since you're so brave, would you like to help me pass out markers?"

"Yeah," the girl had whispered, letting go of May's hand reluctantly and taking Mrs. Johnson's, "When do we do math?"

"We'll start on double digit addition _and_ subtraction tomorrow."

"That's dumb."

May had snorted, but had left before the girl could begin breaking down. Ben had reported over dinner that night that the teacher had told him that she'd solve some huge multiplication problem that even she couldn't figure out, and that she'd suggested giving Penny something more advanced to work with, recommending high school books.

Both she and Ben had put Penny down that night, brushing her hair back as they'd asked questions about her day.

"See, that wasn't so bad, Pen," Ben had said, and Penny had crossed her arms, as if him being right was the worst thing in the world.

"It was alright, I guess."

She'd smiled, placing a kiss to Penny's head after her husband had, "Sure, baby. I'm sure it was fine."

* * *

May hadn't been ready when she got the call. She'd still been at work, in her nurse uniform and gloves as she placed an IV in a patient's arm. Her coworker, Jasmine, had come into the room, trepidatious, "The police are on the phone for you."

She'd frowned a little at that, a small knot forming in her stomach as if she'd _known_ something terrible had happened. Ben had been a cop, and had called her from the precinct's phone a handful of times, generally when he'd known she couldn't pick up. But it was pretty late, and he wouldn't have called unless it was urgent.

Her mind had raced to Penny instinctually. Had she been hurt? Was it Stark? Had something happened at school? But when she'd picked up the phone, taking it from Jenny the receptionist, it hadn't been any of that.

"Mrs. Parker?" a man on the phone had asked, his voice unfamiliar, and her stomach had dropped.

"This is she. Can I help you?"

"I'm sorry to inform you that your husband, Benjamin Parker, has died of a GSW." No. _NO!_ It couldn't be true. Ben wasn't supposed to die! They were supposed to grow old together, go into retirement and watch as Penny started her own family, as she became everything she was meant to be. Penny. Oh God, _Penny._

Ben had been watching her. He hadn't been on duty tonight, he'd been at home, with their niece, because she'd been acting up lately and was so close to getting grounded it wasn't even funny. As if reading her mind, or more thanks to standard protocol, the man had continued on.

"Your niece was with him," her heart had skipped a beat, "She's safe, no injuries, but needs to be picked up. We're at the 105th Precinct."

105th Precinct. Penny had been at the 105th Precinct, because Ben had died and she'd been with him. In no time at all, she'd explained the situation to her boss, grabbed her bag, and had hailed a taxi, all the while being only barely able to keep herself from breaking down where she sat. She had had to keep it together, for Penny, but how could she? Small tears had still escaped her eyes, but she'd wiped them away when she'd arrived at the precinct.

Penny had been a mess. It was the first thing she'd noticed. Her hair was frizzy and puffed out like she had been running her hands through it. Silent tears that had been running down her cheeks and dripping off her chin in a rapid stream. But the worst part had been her clothes. They'd been coated in red, streaks along her shirt, staining the lower half of her jeans, and sticking to her hands.

_Ben's blood,_ she'd realized before rushing to Penny and wrapping her in a hug that had taken her a few moments to respond to. She hadn't cried, had just looked at everything despondently even as May had taken her out of the precinct, to another taxi, and to their apartment. No words had been spoken, and she'd thought briefly of Penny's first night again.

Her dad had been taken. Again.

* * *

May was woken from a restless sleep by yet _again_ banging on her cell bars. She startled, and forced herself up to look at the blurry figure beyond the bars. She hastily put her glasses on, taking in the sight of her usual guard, who opened the door with a _clang!_ and held out a pair of cuffs.

"Parker, the warden wants to see you."

The warden? Why would the warden want to see her? Sure, she was in jail, but she'd never stepped a toe out of line, hadn't made any fuss or trouble, so why was she being taken to see the warden? She wondered if it had something to do with Brown and whoever his illusive boss was. What the plan was to keep her with Penny still remained a mystery to the woman, and she wished she could just get some answers, or at least have a semblance of what was going on.

In no time at all, she had arrived at the Warden's Office, which she was led inside of. The guard who'd taken her there deposited her in a chair roughly before undoing her cuffs with a look of distrust. Still, they backed up and May was left to glare at the man in front of her, sitting behind a nice desk checking something on his computer.

He didn't say anything for a few minutes, just click clacking away on his keyboard until he was done with whatever he was doing and turned to look at her, a forced smiled on his face. He was old, with an unfriendly face and slicked back silver hair that seemed to gleam in the yellow lights.

"Mrs. Parker, May, if I may?" the man greeted pleasantly, "I believe our talk is long overdue, but it would have looked suspicious if I had you in my office all the time while you were here."

"Suspicious? While I was here?" she repeated, "What's happening? Am I being transferred again?"

"Yes, though your conditions will be much more preferable this time."

"You're breaking me out," May said simply. Wow, who knew the police were this corrupt? "How? Stark will notice if I'm gone, and aren't there cameras in here?"

"Everything's been planned out," he assured, "And we want Stark to notice, but he'll notice the wrong thing."

"What? What does that mean?"

The sound of shattering thunder ripped through the air, making the ground tremble under her feet as if in response to her question. The explosion couldn't be seen from where she was sitting, but she could hear it. Could feel it. Alarms blasted overhead, red and loud and bright. Over the deafening noise and ruckus, the warden lifted his voice to be heard, getting up from his seat and circling over to where she was.

"According to our security footage, you were being taken to the showers when the explosion went off, caused by a suicide bomber who claimed to be destroying evidence. You. And if we want that story to stay as foolproof as it is, it's time for you to go."

"Go? Go where?" she exclaimed, bolting up out of her seat only for a new set of clothes to be thrown at her by the guard who had taken her there. It was a simple hoodie and jeans, neither anything like something she'd wear usually, but infinitely better than her prison uniform.

"To Penny," the man said simply, "Now put that on and go with Sanchez."

She did as told, nervously ripping off her jumpsuit to shove herself into the slightly over-sized clothing as the Warden rushed out of the office, probably to keep their cover. She waited for the guard who'd been patrolling her cell to lead her somewhere, feeling stupidly under prepared and out of her league. She was a nurse! A nurse who had recently been raising a child by herself. That had been her life for nearly ten years, and this was such a shift she felt like she had a headache.

The woman, Sanchez, moved a rug and opened up a hatch in the ground, and May looked at her in surprise, "What? Did you think we were walking out the front door? Just get in there."

May followed her instructions with a resolute nod, gripping onto the metal bars that acted as a ladder and climbing down as quick as she could. Sanchez followed after her methodically until they found themselves in the sewers. It smelled like everything horrible in life, and she had to stop herself from throwing up, instead only gagging.

"Come on," Sanchez ordered, taking her gun out and holding it in front of her, "We've got to go three miles, so start moving and we might actually get there on time."

May hurried after her, sticking as close as she possibly could without getting a dirty look from the woman in front of her, "Do I get a gun too?"

"Not now. You get one when you learn how to use it."

"What if we get attacked?"

"Then I shoot them in the head."

Oh, that didn't seem good.

She managed to keep quiet and serious as the trekked through the murky water that she was sure could cause a plague big enough to wipe out the entire human race. She held out the flashlight Sanchez had given her, lighting up the tunnels that made up the maze of stench that was never going to wash out.

There wasn't another sign of life for probably twenty minutes when loud chattering and the drunken singing of what sounded like a teen reached her ears. Sanchez held up her arm in a gesture to stop, peering around the corner to look at the group. May snuck a peek too, surprised to see two teens both with flashlights and beers. They were clearly drunk, stumbling as they sung Whitney Houston at a deafening volume, and their makeup all smudged. The group of two was headed their way, ambling around slowly and complimenting each other on their nails or their hair. It reminded May of when she had been a rebellious teen, getting into trouble and drinking just for the excitement of it all.

"They're going to see us," Sanchez whispered, "Stay here, I'll take care of it."

Before she could say anything, Sanchez had ducked around the corner and two gunshots echoed in the air, followed by the splash of something hitting the water heavily. The sounds bounced off the walls in a torturous reminder of what had just happened, burning into her mind as if it were trying to keep her from forgetting. May gasped, putting a hand over her mouth to keep herself from gasping. She hadn't...she hadn't. They were just kids, just kids who had been hanging out and having fun and--

"Parker, move. Now."

"You didn't," May whispered, frozen to the spot where she stood, unable to stop staring at the wall in front of her. If she didn't look, didn't move, then it didn't happen. It couldn't have happened, because they were just kids, and that couldn't happen to kids, not in front of her.

"I did," Sanchez responded, no emotion in her voice as she reloaded her gun, "I didn't want to, but order requires sacrifice. Now, either keep moving, or you'll be actually dead instead of fake dead."

_"What are you willing to do for Penny?"_

_"Anything."_

She had to stand by her promise. She couldn't let Penny be abandoned, so, squaring her shoulders and taking in a deep breath, she straightened and walked passed where Sanchez had been moments before. She refused to look at the bodies, refused to acknowledge the red mixing with the brown, just focused on the sound of her own breathing and every small splash she made when she took a step.

For Penny. Everything was for Penny.

"Well, you're certainly stronger than you look," Sanchez complimented, looking slightly impressed, "Maybe the boss was right."

"Right about what?"

"You helping us kill Stark."

That death...she wouldn't mind as much.

* * *

Getting to wherever the hell she was going to was so difficult and contrived that May didn't understand how anyone kept track of anything. It probably took the better part of an entire day as she was switched from person to person, riding in cars and on buses with someone new until she finally ended up in D.C. Sanchez was there to meet her, the two of them getting into a new car that made her wonder where everyone was getting all of them. Were they rich?

Either way, Sanchez gave her a smirk and commented, "Glad to see you made it," before the two drove off. She didn't know where she'd expected to go, but driving through the fancy neighborhoods or rich people and politicians definitely hadn't been it. Each house was huge, with large gardens and gates surrounding the property. May wondered if this was another detour, surely there weren't _still_ spies in the government after the whole SHIELD/Hydra fiasco, but sure enough, they pulled into the driveway of a house that looked just as grand and expensive as the rest of them.

The gates opened for them automatically, and Sanchez drove into the garage, the door closing behind them as the woman put the car in park, "Ready to meet the boss?"

**Notes for the Chapter:**

> Hehheehehheehehehhe >:-) Hope you all enjoyed, Happy Fourth of July, and I would love for some comments down below.
> 
> Hey, to anyone from the States, if you haven't heard, there's supposed to be some attacks from the KKK and/or the police, so if you live in more southern states or near sundown towns, just be careful. <3


	22. Back Home

Penny's head rested gently on his shoulder, her breathing shifting from sporadic with tears too heavy and slow with sleep. Tony supported her the best he could on the small piano bench, keeping his arm draped around her and running his hand through her hair. It was soothing, which was something he desperately needed at the moment. His blood was boiling, making him hot with rage, as he thought about the message.

It was infuriating, absolutely blood curdlingly disturbing, what that man had sent his daughter. Had sent a _child,_ who was confused and struggling and grieving. He itched to move, to act, to do _something--_ but the slow and steady breaths blowing onto his shoulder stopped him. She needed him here, needed his full attention at the moment, even if she was asleep. So, he continued to sit in front of the piano, his arm wrapped around his kid.

"Fri," he whispered, his voice low so as to not disturb Penny, "Wake up Pep, and get her up here. I need her."

"Of course, sir," his AI responded, her voice worried.

A few minutes later, the sound of stairs creaking caught his attention, and the billionaire looked up to see the concerned expression of his fiancée. She was still in her pajamas (duh), but she still looked remarkably well put together for the time of night. The moment the woman caught sight of them, her expression shifted. Still worried, but a look of adoration crossed her face, making him think that she was inwardly awing at them.

Pepper walked over to where the two sat, taking in the piano and the uncomfortable seat that was making his butt feel sore, "What's up?"

"Here," he responded, passing her Penny's phone. It was still opened on the message, so it didn't take long for Pepper to understand the situation. Her expression turned twisted with anger the longer she stared at the screen, her eyes hard with fury, "She read that first night here, so I guess we know why she was acting so weird now."

"What did she say?"

"A lot of apologies. She said she didn't want to make me mad before showing it to me," he said, unable to keep the bitterness out of his voice. He'd been concerned when he'd seen her watching him play piano at three in the morning, looking as though she'd seen a ghost, but it had doubled when she'd made him promise not to get mad. Tony knew he wasn't the kindest person, and that he was pretty intimidating, which was on purpose a lot of the time, but it was the last thing he wanted for his daughter to think of him. He wanted to be the one Penny went to whenever she was having a problem, no matter what it was. Yet she'd sat here, shaking and crying and practically begging for him not to get mad for something that was completely not her fault.

"Hey, no," Pepper protested, catching onto his demeaning tone, "This is not your fault, Tony. And we'll fix this."

And fix it they did. Once Tony managed to pick up Penny and place her down on the couch nearby, without waking her, they got to work looking through the information Friday had found and making calls. If it wasn't for the pull he had, or the crazy amount of resources that he possessed, he was sure that nothing would've been done to fix this. But luckily (or unluckily), the man was arrested and Tony didn't have to go personally murder a pedophile.

Penny slept through the whole ordeal, and even well into the morning and past lunch. Tony didn't leave her side the whole time, telling Pepper he didn't want her to wake up, whether from a nightmare or not, and be alone. It was partially true, but if he was being honest, he couldn't stomach the idea of letting her out of his sight, that _maybe_ if he stayed right by her, nothing bad would happen.

He knew that wasn't true in the slightest _(The feeling of a small body being ripped from his arms, the sensation of his heart tearing in two as hands tore a piece of himself away_ _),_ but it at least made him feel a little better. When Penny did wake up, it wasn't peaceful like he'd hoped it be, and had dreaded it wouldn't be.

The tiny whimpers from the girl beside him made him look over in worry, watching as she twitched and her face twisted in her sleep. He couldn't tell how long she'd been having a nightmare since he hadn't been paying attention. After realizing that he hadn't been alerted to any of this because he hadn't finished putting in protocols, he'd pulled up a computer (since he didn't have holograms here like in his tower) and had immediately got to work on every possible situation he could think of, as well as a sketch-up of a watch for her and a few extra programs for her phone.

Tony shook himself mentally, he could worry about the watch and the protocols later, right now he needed to worry about Penny. So, hesitantly, he reached an arm out and shook her shoulder. He knew that she probably didn't want to be touched, but he thought she'd prefer it to whatever horrors her mind was concocting at the moment.

Her eyes flew open at his touch, glazed in a way that told him she wasn't quite there. Her pupils were pinpricks of fear as her fist struck out at his arms and her legs kicked wildly. Tony dodged as quickly as he could on instinct--not that he thought she'd do much damage--and grabbed her arms. He didn't want to restrain her, or make her feel like she was trapped, but she was going to end up hurting herself if he didn't stop her.

"Hey, hey! Pen, it's just me. It's just Tony," he assured, keeping a firm grip on her arms as she continued to thrash wildly, "Honey, hey, it's okay. We're in my house in Italy, you're on the couch in the upstairs living room, you're safe. You're safe, honey."

Her struggling has dissipated while he tried to calm her, and he saw recognition flash through her eyes. She looked at him and then gazed around the room, swiveling her head around as she took in the settings around her. He finally let go of her arms, and she immediately began ringing them, making him wince. She didn't look hurt, but he still worried that he'd been too rough.

"Oh--I," she stuttered out, finally looking back at him. Her face scrunched up in worry as she seemed to fully take everything in and realize what had just happened, "I--I'm sorry, Tony. I didn't mean--did I--"

"--Hey, hey. It's all good, no harm done," he assured, lifting his arms in a way that showed that nothing had happened to him. He got the impression that she was afraid she'd hit him or something, and he guessed he was right by the way she relaxed when she saw that he was unharmed. Tony got up from where he'd been sitting in front of her on the floor and sat down beside her on the couch instead, "You wanna talk about it?"

"Talk about what?"

"The nightmare."

"Oh..." she trailed off and shifted uneasily, glancing away from him.

"You don't have to, Penny," he told her, "Talking helps, but you don't have to tell me if you don't want to."

She just shrugged, looking tired and unsure and not at all up to a conversation about whatever the hell had caused her to panic. He wondered briefly if it was the same as what had caused her first nightmare, but pushed it to the back of his mind when her stomach growled loudly. Penny blushed at the sound, but he just smiled and got up, dutifully ignoring how his joints popped as he did.

"Come on let's go get some--" He checked his watch, "--late dinner."

"Uh, sure," she mumbled, "What time is it?"

"7:30. You slept for thirteen hours straight." Penny yawned in response, "And I think you need another thirteen."

"No, 'm not tired," she protested.

"Sure you aren't, but I think basically not sleeping for four days would give you an excuse to sleep for the next week or two."

"...I've been sleeping."

Tony hummed, his tone patronizing, "Friday and the bags under your eyes beg to differ, which, by the way, all of her protocols have been updated."

Penny didn't say anything, clearly knowing that she'd been caught but not knowing how to respond, which was fine he guessed. She didn't have to talk about everything right away, and she certainly didn't have to talk about it with him. He knew that they didn't know each other, he knew that he was intimidating and generally not a person's first option of someone to talk to, he knew that he just...he just wasn't really her dad, no matter how hard he tried to be. But he knew from experience that talking helped in the long run, so if she would, it would be worth it.

After a couple of more awkward moments when nothing was said however, he knew they wouldn't be getting anywhere. At least, not at that moment. So, he clapped his hands on his legs probably a little too dramatically and stood up, extending a hand to Penny.

"Alright, another time then," he consoled, putting on the most assuring smile he could muster, "C'mon, let's go eat."

Tony pulled Penny up and off the couch once she took his hand, and the two ambled down the stairs onto the main floor and into the kitchen. He noticed how she wobbled a little, and how she blinked furiously when she stood up, and he guessed the fact that she hadn't eaten since last night was taking a toll on her. There wasn't anybody downstairs, per his request. He'd learned that Penny was easily overwhelmed by bigger crowds, so he'd had Friday make sure that anyone still downstairs had cleared out when he and Penny came down.

The kitchen was clean, all the dishes from what he was sure had been a big meal earlier all cleaned with only a few pots and pans sitting on the drying rack. Tony opened the fridge, grabbing out the leftovers and placing them on the island counter.

"We've got leftovers of ham and potato soup, um, we've got frozen food too. Chicken nuggets, I think. Or we could just have cookies for dinner," he suggest, taking out different containers from the fridge, "What do you think, Panda Bear?"

"I thought Steve ate all the cookies."

"We'll make some then. How hard can cookies be?"

Penny gave him an odd look, "...Not hard...at all? They have like, five ingredients."

"Well now we're making cookies," he said playfully, "After a healthy dinner because you haven't eaten in over a day and I can tell you're about to pass out from low blood sugar."

"No 'm not."

"Of course you aren't, kiddo," he replied, his overly placating voice getting a grumble out of the girl as he put a bowl of soup in the microwave. He was a bit surprised about the lack of questions about the man who had messaged her, since she usually liked to know what was going on, but it was different with this he guessed. Tony was angry and furious, sure, but Penny had been absolutely terrified. He couldn't imagine what it was like for her, how even when going through all that, she didn't even have someone that she knew she could fall back on.

The loud beeping of the microwave broke him from his thoughts, making him blink as he remembered where he was and what he was doing. He couldn't throw himself a pity party, not now at least. He had to keep Penny safe and make sure she was okay, he could wallow later. So, he grabbed the soup from the microwave and placed it in front of Penny, who was sitting on a stool at the island counter.

"Eat up, kid. And tell me if you want more." Penny just looked between him and the soup, "What?"

"Um...I kinda need a spoon."

He blinked, "Right, yeah. A spoon might help."

He passed her what she had asked for and sat down beside her, pulling out his phone to make the situation a little less awkward, not that she took that long eating. Penny downed her soup in less than five minutes, which was ridiculous considering he'd given her a pretty large portion, but probably typical of someone who hadn't eaten for as long as she had. He made her a second bowl, which she ate almost as quickly, and she seemed fine after that, pushing her bowl in front of her a bit to signify that she was full.

"Feeling better?" he asked, putting his phone down. Penny nodded, but didn't say anything, just rubbed at her eyes surreptitiously. Tony grabbed the other phone he'd been holding onto out of his pocket, placed it on the counter, and gently slid it over to her, "Your phone's been wiped of anything like that, and I've got a basic code in there keeping messages from unknown numbers from reaching you, even on apps and stuff, so you won't see anything like that again, okay?"

"Okay," she whispered, picking up her phone carefully, as if it were going to attack her, and his heart broke a little at the sight.

"You did the right thing, coming to me, and I just want you to know that nothing like that that would make me mad," he started. Penny glanced at him and then immediately looked away, and it brought back that little monster that had been clawing at his chest for the past thirteen hours. Why had she thought he'd be mad? What had she thought he was going to do if he was? "Penny, there's nothing you could do that could make me mad, not in whatever way you were thinking."

"I-I didn't think you'd--"

"--I know you didn't." _Liar,_ "I know that fear can make people not think as rationally as they normally would, but...I just need to tell you that I would _never_ hurt you. _Never."_

Penny smiled, sad and sweet and looking every bit like his mom, "I know you wouldn't, Tony. I guess, that, this week's just been so...I don't know. I'm not normally like this--so sensitive and, I don't know, breakable? Is that a good word? I don't know. Which I guess is what I feel about _everything._ I don't know you, or Pepper, or Rhodey. I don't know how I should react to any of this. I don't even know if the memories I had of my 'dad' are of you or not. I just--I don't know, I don't know."

Tony patiently waited until the end of her ramble to speak, trying to give off the feeling that he understood, and that he knew what to do, even if he had no idea what the fuck he was doing.

"That's okay, Pen, you don't have to know. However you react is the right way, because that's your response to all of this bullshit, no matter what. You don't have to know me, or Pepper, or Rhodey, or literally anybody, because you've just met us. Nobody is expecting for a four year old to have remembered everything. Hell, I don't think you even knew my name was Tony, so it's not your fault, kiddo. As for being more sensitive this week; I get it."

"You do?" Penny asked, looking up at him with wide eyes.

"Yeah. A bit differently than you, but I get it. I couldn't stand the feeling of being touched, much less hugged, after I got back from Afghanistan. It just, it felt too much like I was back down in those caves. But it gets better, I promise," Tony said, keeping his voice as steady as he possibly could. He'd gotten better since Afghanistan, so, so much better, but he still got phantom pains when he talked about it, still felt dread creep along his spine like a snake slithering up a tree.

He shook himself, physically this time, and forced himself to move on. He was helping Penny, focusing on Penny, not him.

"What memories?"

"Hm?"

"You said you had memories of me, or Richard?"

"Oh, uh, I don't know. I don't have a lot, and I only think I remember them because they were like, all I had of my dad--I mean you. Whatever, you know what I mean."

"So?"

Penny peaked at him from where she had rested her head in her crossed arms, looking impossibly adorable and young. Tony leaned forward and emulated her pose, giving the girl a soft smile, and she let out a sigh.

"Ah, I, uh, I remember a scratchy beard. Not like, like a specific memory, just that his--your beard? It was scratchy."

"Sounds like me. Every picture of Richard has him bare face," Tony responded. He hoped that it was him, hoped to whoever he didn't believe that Penny had remembered at least a _little_ of him.

"I, um, remember eating popsicles before bed. It's fuzzy, but I just remember eating a popsicle before bed with my dad and just feeling so smug about it," she said, a small smile on her face as she let out a little giggly laugh. It sounded like music to his ears.

"I gave you popsicles before bed almost every single night," he declared, "You were a little monster about it. Always sweet talking one out of me even though I'd told you _multiple_ times you shouldn't have them before bed."

"Why'd you give them to me then?"

"You were a very adorable and _very_ persuasive baby, and you also knew what blackmail was, and how to use it." Penny snorted, squeezing her eyes shut as she laughed, "Gosh these really are all about me, aren't they? Anything else? 'Cause this is wonderful for my ego."

She huffed out a laugh before her face turned more serious as she thought, "Um, the only other thing I remember is like, a British dude. Not really anything specific about him, I just remember his voice."

"That was Jarvis."

"Huh?"

"He was my AI before Friday. He ran a lot of Stark Industries and my properties, like Friday does now, before we had to transfer his code."

"Transfer his code? Transfer is to where?"

"Vision," Tony answered, "It was during the whole, uh, Ultron thing last year. We messed up the coding on him, and putting Jarvis into Vision's code essentially fixed whatever the hell we'd done wrong."

"So I basically remember a fake British butler turned superhero?" He snorted at her explanation.

"Yeah, basically."

"Noice," Penny muttered a little awkwardly as the conversation died down.

"So, how about those cookies?"

Penny smiled and hopped off of her stool. The two of them bounced around the kitchen getting flour and sugar and eggs for what she said was a ' _very simple_ recipe,' but he still thought it was a bit much. Why the hell did she put one egg, stir, and _then_ put another egg in? There was no way that that actually did anything, but he still went along with it, even when he ended up with flour splashed on his face.

Penny had been putting different dry ingredients into a bowl, but had ended up dumping them in too quickly, causing a big cloud of white powder to puff up and coat everything around it, including him and Penny. Tony coughed at the bitter taste of the flour, which turned into a choking laugh at Penny's expression.

"AA--AA-- _choo!"_

"Was--was that your sneeze?" he asked, still laughing. It had sounded like it was going to be a sonic boom, but nope, the next thing he knew a kitten had sneezed.

"No! Yes. Shut up. I bet your sneeze is weird!"

"Nah, I've got a normal sneeze."

"Says who?"

"Uh, everyone who has ever heard me sneeze."

"I need a list."

When they finally finished bickering about each other's sneezes and instead ate the cookies they'd made--well, Penny had made, but he'd helped--he managed to get her to her room and into her bed. He could tell by the way her eyes were glazed that she was exhausted, and he hoped that she'd finally just sleep. Peacefully for once. But if she didn't, he'd be right across the hall, waiting to help.

* * *

Penny ended up basically sleeping through the rest of the trip. Her lack of sleeping had finally caught up on her, in the most embarrassing and dramatic way possible, and after she'd made cookies with Tony, she'd slept for another twelve hours. They'd only had two days left in Italy when she'd told him about the message, and it went by quick since all she was doing was resting. So, the next thing she knew she was back on a plane and heading back to the States.

She didn't really sleep much on the plane, just sat next to Tony and played games on her phone while he looked through some complicated looking documents that made her glad the most complicated thing she was reading was Shakespeare. Which she still hated. Shakespeare sucked. And, okay, _maybe_ she did end up falling asleep on Tony's shoulder, but it wasn't like she meant to! Her eyes just wouldn't stop feeling like they were made of lead.

The cars they'd left in the parking garage were still there when they landed, which she guessed should be expected, since she bet that Tony had protections on literally everything. Everyone climbed into their respective vehicles after many long goodbyes with the Barton's, who Penny was sad to see go. Lila and Cooper were a lot of fun, and good distractions, and Nate was straight up the cutest baby she'd ever seen, but apparently they had a farm that they couldn't be away from any longer. Which, who knew that Hawkeye owned chickens?

In no time at all, she was back at the Tower, feeling both tired and well rested (which was a stupid feeling that she didn't even know was possible) and wanting to either collapse in her room and watch YouTube with nobody to disturb her or hang out with Ned and MJ so that she could tell them all about her weird vacation. Not that she hadn't called or texted them basically every night she was in Italy, but it was different than actually getting to hang out with them.

Pepper walked over to the dining table hastily, a phone held to her ear as she plopped her bag on the surface in a harried manner. She was talking so quick that Penny was having trouble keeping up with everything she was saying, but it sounded like business things that she wouldn't understand either way.

"--No, yes. Tell Harris that, make sure he actually gets the point. Mr. Stark has made no statement on inheritance, but I think it's easy to guess where it would all go. Is a meeting necessary _this_ week? Fine, I'll see what I can do to get Mr. Stark there, yes. Thank you, bye," Pepper said, her voice polite with a pleasant facial expression to match, but it dropped the moment she hung up, just looking exasperated.

"Sounds like a fun call, and a meeting I will _not_ be going to," Tony remarked sarcastically, to which Pepper gave the man a dirty look, which he ignored as he opened the fridge, "You hungry, Princess? I always am after a flight."

"Sure, uh, yeah," Penny responded, joining him in the kitchen. It would be around breakfast in Italy, but it was close to midnight now that she was in New York, so she was getting a weird middle of the night breakfast sandwich she guessed.

"It's the Board," Pepper interjected, coming to join them in the kitchen as Tony pulled out sandwich supplies, "And you know you can't avoid them for long. Everyone's confused about the future of the company."

"Confused about _what_ exactly? Mustard or mayo, kid?"

"Mustard," she responded quietly, trying to follow the conversation.

"Confused about what Penny means for the company," Pepper explained to Tony slowly as if she were talking to a child, "Stock points _have_ gone up now that you have an heir, but people are concerned since she hasn't grown up with any of the work experience or preparation that CEO's usually have."

Penny blinked. She hadn't even though about Stark Industries or inheritance or anything like that. The idea of her one day owning and running Stark Industries was the weirdest thing she'd ever heard, and she'd heard a lot, both in her life in general and the past week. Were people expecting her to take over Stark Industries? She didn't know how to do that! She didn't know anything about business, or stock, or how to do anything like all the things Pepper did. And how would that interfere with her wanting to be a scientist, or her superheroing?

"They need to calm down," Tony rebuked, passing her her sandwich to where she sat at the counter bar, breaking her from her thoughts, "Penny's been here for barely a week, there's no way they're already asking about what happens when I die."

"You know them. Business first, morals later."

"So we, what? Have a meeting and either tell them to fuck off--"

"--Tony--"

"--or tell them that Penny is very smart and can start on 'Business Class' whenever she feels like it and that while _I_ am at high risk of death, you should be fine to keep the company going after I perish dramatically."

"That's reassuring."

"See? We're all good then."

"No, not really," Pepper replied, her face a displeased scowl.

Business class? What the hell did Tony mean by that? When would she be expected to take over SI? Would Tony and Pepper retire, or would something happen to them? She wouldn't be ready either way! She didn't know what a business entailed, and Stark Industries was such a big player on the market with such a good reputation. What if she ruined it? Who was she kidding with 'if?' Of course she would. She couldn't do half the things Tony could, couldn't even make a proper introduction at a small scale press conference. Not to mention that Pepper was literally the most professional and put together person on Earth. There was no way she could lead up _her._

A hand on hers made her look up from her sandwich to find Tony and Pepper looking at her with concerned expressions. It was Tony who had placed his hand on top of hers, his hand rough with scars and calluses.

"You're alright, Penny. No need to spiral," he murmured softly, rubbing his thumb over her hand comfortingly.

"I'm not spiraling," she muttered back. Tony raised a brow at her with a disbelieving look.

"Sure, hun. Of course you weren't," he replied sarcastically, taking his hand off of hers, "Sorry, kid, we didn't mean to spring that on you like that."

"We know this is scary," Pepper started, "But you don't have to worry about any of this. Not right now, and probably not for a couple of years, okay? Me and Tony are handling this, and no one is expecting for you to take over or to be ready to take over. Even Tony had to finish college and turn twenty-one before he took over."

Penny nodded. That was reassuring. Kind of. It still didn't rule out the entire prospect of her having to run a company, but it made her worries less intense since it wouldn't be something that she'd have to do soon. She was about to say something--to apologize maybe--when Friday's voice rang from the ceiling, sounding concerned.

"Boss, I have some reports from the James Clinton Correctional Facility," the AI said, making Penny frown. Why would Tony get an alert from there? And from the way both Tony and Pepper's brows furrowed in confusion and worry, she guessed it wasn't good. Was it where May was being held?

"Reports on what?" Pepper asked.

"A bomb," Friday answered, "A prisoner was somehow equipped with a bomb, which is still being investigated, and there are reports of multiple deaths as a result."

"Who?" Tony inquired.

"None of the bodies have been ID'd yet, as it occurred less than an hour ago, but they are requesting Boss come down, as they believe that the bomber was there with the intent of killing May Parker."

"But she's not dead?" Penny said quickly. If May had--if May had died and the last thing Penny had said to her was...

"That information is unknown, and also restricted by the warden until Boss meets him in person."

"When do they want me there?" the man asked, looking like he was torn between staying put and dashing out of the window.

"As soon as possible. They want help with the investigation, as well as refortifying the prison to prevent this from happening again."

"'As soon as possible' meaning, like, now?" Penny asked the ceiling a little desperately, glancing between where she was looking up at and the billionaire. She wanted, she _needed_ to know that May was okay, but she didn't want Tony to go. What if she had a nightmare? She didn't want to bother Pepper with that, and while she didn't want to bother Tony either, at least he was used to it, to her.

"Yes, Penny. They would like him down there in the next few hours."

Tony swore and left the kitchen with a quick 'I'll be back.' He returned after a few minutes, in which she and Pepper had eaten their sandwiches in silence, wearing more professional pants paired a sharp blazer over a Marilyn Monroe shirt, looking more like the Tony Stark she saw in press photos or on the news than he had the past week.

"I'll try and make this quick," he started, grabbing half of the sandwich he'd made for himself, "I shouldn't be gone for more than a day, and I'll call when I land and just before I leave. Penny, you'll be good here with Pepper, right?"

"Yeah," she nodded. Because, really, being with Pepper Potts was probably the coolest thing ever, and she had been nothing but sweet during their time in Italy. But she didn't want Tony to leave--they were just getting to know each other after all. Yet...she needed to know if May was okay, even after everything she'd done, and if Tony had to go for one day to find out, she'd manage.

"Alright. I'll see you later, Pep." He pressed a kiss to the woman's cheek, and then moved to her, standing a little awkwardly, as if he didn't know quite what to do. Penny, weirdly, was the one to initiate the hug, reaching out her arms in an attempt to grab him, making him smile and come closer, wrapping his own arms around her and giving her a pat on the back, "See ya, kid. Tell Friday if you need anything. Or Pepper. Or Rhodey--literally anyone in the Tower would be willing to help."

He left with a quick wave and a goodbye thrown over his shoulder as the elevator doors closed, blocking him from sight. Pepper sighed as soon as the doors closed, but smiled anyway, stepping off of her stool and placing her dish in the sink.

"Do you want to go to bed or make some cookies? I had one of the ones you and Tony made, and I'm already addicted."

Penny gave the woman a genuine smile, "Yeah! Let's make snickerdoodles this time!"

* * *

Tony was tired. Plain and simple.

He was tired of the amount of bullshit he'd experienced this week, he was tired of the amount of bullshit Penny had had to experience this week, and he was just straight up tired. He wanted to be in bed, because he had barely slept since Penny had shown him that message two days ago, either from trying to take care of things or setup that Hamilton show-thing for her, or watching over Penny. Part of him wondered if he was getting used to parenthood again. The lack of sleep, the constant worry and the stupidly outrageous over protectiveness. 

He wasn't left much time to ponder it due to the fact that he was currently in a car on his way to James Clinton Correctional Facility, where he had worked hard to make sure May Parker would be held under watchful guards and intense security, at least until her trial, when he could have her moved into an even _more_ secure facility. But, nope, a bomb had gone off with the intent to kill the woman that was one of their only links to getting Phoenix. Obviously Parker hadn't been the end goal, though he'd taken a lot of pleasure in locking her up, and the hope had been that she would have dirt on Phoenix, though that had proved false after multiple interrogations and no proof she ever had any interactions with them, other than that letter that her husband had shown her.

So who had tried to kill her? And why? She must've had information, or something that would've exposed them, but if that information was there, Nat would've found it, no doubt. There was no way it was some kind of revenge--why take the risk?--but he couldn't for the life of him figure out why this had happened. Or even how the hell a prisoner had gotten a bomb in a maximum high security prison with a great reputation for nothing bad ever happening there. Well, it was prison, so, not _too_ much bad happening there.

Tony found his thoughts straying to Penny again as he sped down the long highway, thinking about her face when Friday had reported that something might've happened to May. It was obvious the girl was furious with the woman, betrayed and hurt and that their relationship had been completely tanked by the truth, but it was also obvious that she still loved her, still cared for her. Tony couldn't fault her for that, couldn't fault her for caring and for having a hard time letting go--it had only been a week after all.

He'd reacted similarly over Obi. It had been a crushing blow, and the man tried to kill him multiple times, but even after he'd killed him he'd still found himself looking for Obi, or about to send a message to him about some new breakthrough, because he'd thought they'd been close, he'd thought that Obi had cared. Obviously, he hadn't, but it had taken a while for that to truly set in, definitely more than a week.

At least Penny was getting more comfortable around him though. More open to hugs and touching and just being near him in general. She was sharing more of herself, what she liked to do and just--just being more of herself. She talked a lot, he'd found, could absolutely just ramble on for forever if you let her, or if you somehow managed to find a way for her to not notice and immediately start apologizing. He'd have to work on that, try and get her to stop apologizing for every little thing, but at least they were getting _somewhere._

When Tony finally pulled up at James Clinton Correctional Facility, he was more dreading it than anything. Saying that he didn't like May Parker was an understatement to put it lightly, but he didn't want for her to be dead. Not out of any benevolence on his part, but for Penny. She didn't need another bad thing on top of the other already terrible and overwhelming things that had happened this week. She needed a win, even if it wasn't _really_ a win, but it had to count for something, right?

"Mr. Stark," greeted a guard. He held out a hand for Tony to shake, but he just walked past him, the man scurrying after the superhero, "Adams is so glad you could join us and help with the, uh, investigation. Is there anything you need?"

"Yeah. A coffee and a good explanation as for why the hell this happened," he snapped as they entered through the doors. Despite having been partly blown up by a bomb, things were going rather orderly. Prisoners were being led out in small groups led by two or three guards each for wherever they were being transferred to while the prison was fixed and resecured, "How many dead?"

"Four. It was in the bathroom on G Hall, so cameras are pretty limited as to what exactly happened."

"And a roll call of who didn't make it?"

"Uh, the bomber--obviously--but the others' names have been restricted for security reasons and no actual official death certificates yet."

"Great," he responded sarcastically as he was led to what he assumed was the Warden's Office, where he would actually be able to get some information. The guard opened the door for him, and Tony walked in grudgingly.

The man behind the desk, Adams, got up from his chair behind his desk when he saw Tony, leaning across the desk to shake his hand. Tony reluctantly did before sitting down in the seat across from him.

"We're so glad you can join us here, Mr. Stark, as this does have to do with your prisoner," Adams started, his passive aggressive tone making him prickle slightly.

"Your prison did say you were capable of dealing with a high profile case during trial, and I must say I'm a bit underwhelmed by the results," he bit back, "So, what's the damage? What happened to the woman I'm pressing multiple charges against?"

Adams' look wasn't friendly, but he still gave Tony a small smile before schooling his expression into one of clearly fake remorse, "There's no easy way to say this, but the bomber hit their target. May Parker has not been positively ID'd or given a death certificate yet, but footage and her schedule show us it was her."

Tony paused at the information, pinching the bridge of his nose. How was he going to tell Penny? How was he--the man she barely trusted and had only known for a week--supposed to go home and tell the girl that the woman who had raised and simultaneously betrayed her had died? He pushed it aside though. One problem at a time.

"I'm going to need the footage, results of the autopsy, and some actual evidence that she's dead," Tony demanded, and the man gave him an odd look, "I've had something similar happen before. Just not making the same mistake twice."

"You can be taken down to where her body is to ID it if you wish, but it's been severely burned and will likely be hard to recognize."

"Great. Let's do that."

* * *

It was true. May Parker was dead. The body he'd been shown, though burned and mangled, had looked a lot like her, and DNA tests had matched. He'd stayed for a while after he'd gotten that truly horrible information, working out deals with the Warden to try and keep this information under wraps, though Tony would like nothing more to sue the entire establishment. Was it really _that hard_ to make sure there wasn't a bomb in a stupidly well funded prison?

He'd already called Pepper, not telling her just at the moment in case Penny was somehow listening in. He was going to tell her eventually, just...he didn't think that over the phone was a great idea. Tony all of the sudden understood why Steve had struggled so much to tell him how his parents had really died. Definitely a different situation, but still, he kinda got it.

He still didn't know how he was going to tell her.


	23. What You Wish You Could Dodge

Penny woke up to light filtering in through her windows, cracking her eyes open reluctantly to peak at the stupid sun that had disrupted her. She needed curtains. Could she get curtains? There wasn't really a place to put a curtain rod. Whatever, it was still better to how she'd been waking up--or lack of waking up, since she hadn't really been sleeping--the past week. The girl was surprised that she'd actually managed to fall asleep, and stay asleep, for that matter. No nightmares or anything.

She sat up in her bed, rubbing at her eyes as she stared around her room, before a weight like a stone settled in her stomach heavily. May. Was May alive? Tony would know by now, right? Surely he would've told her first thing if something had happened to the woman, so maybe she was in the clear. Maybe May wasn't dead and was actually completely fine, maybe Penny didn't have to struggle with some weird confusion between hate and love and grieving like she was with Ben. Her last words to May couldn't have been her essentially telling the woman to fuck off...they just couldn't be.

The teenager took a deep breath and then let out an even deeper sigh before swinging her legs over the side of her bed and hopping off. She changed quickly and then headed out of her room, figuring she might as well eat while she waited. Tony wasn't due to be back until dinner, so she had a lot of time to kill without him. It struck her that this was the first time she'd been without him for a whole week, and that she felt strangely lonely without him. Which was weird. Parents couldn't be around all the time, they had work and she had school, it was something she, and just about every other kid in America, was used to. So why did she miss him so much?

"Good morning!" Pepper greeted cheerily when she entered the main room. The woman glanced up at her from her computer, where it was clear she was doing some work, and Penny felt instantly guilty for bothering her when it was obvious she had more important things to attend to.

"Morning," she mumbled back, heading to the kitchen when Pepper called out for her.

"Sorry I haven't made breakfast, something came up, but Bucky and Sam made breakfast downstairs on Floor Eighty-Five if you want to grab something other than cereal," the woman informed her, flashing her a quick smile from the table she was working at, "Remember, you have free reign of the Tower, though I'd prefer you don't go to floors and labs open to employees. Other than that, knock yourself out, and tell me if you have any problems."

"Ah, okay. Thanks," she responded, taking a hesitant step to the elevator and ultimately deciding that eating whatever Bucky had made was worth the trip, even if she still felt awkward around them, "I'll see you later."

"See you later, sweetie."

The trip in the elevator was, as always, quick. Going from Tony's floor to the Avengers' floor (was it like, a main floor for all of them, or someone's floor specifically?) took less than thirty seconds, and she almost wished it took longer. The Avengers were cool and super nice, but eating breakfast with them, as well as essentially inviting herself, was just...weird? Anxiety inducing? She didn't exactly know how to describe how she felt, but about to have a heart attack seemed pretty close.

Still, when the elevator stopped and the doors opened, she stepped out to greet the team of superheroes. They all looked pleasantly surprised to see her, which she guessed was nice (and totally not the coolest thing ever) since she had basically ignored everyone the last couple days of their trip in Italy in favor of sticking to Tony like a fungus.

"Hey, kid," Steve greeted from where he was in the kitchen, standing over a pan with a spatula in his hand. Bucky was eyeing him distrustfully, and Penny got the sense that the man might be letting him help with breakfast either out of necessity or pity. The other Avengers followed suit with "Hello's" and "Good Mornings.'"

"Hi," she said back, plastering on a smile and trying to sound cheery.

"You joining us for breakfast?" Sam asked from where he was simultaneously stirring batter, watching a waffle maker, and frying bacon.

"Uh, yeah, yeah. You got me addicted to those pancakes."

"Bucky did that to all of us," Nat said with a smile, patting the seat next to her, which Penny gratefully dropped into, "I think it was his plan. To make it so we can't survive without him."

Penny laughed a little, and the conversation continued. She was surprised by how easily she was accepted into the group and the conversation, and though they would purposefully ask her questions--probably to make sure she didn't feel left out--she found herself liking to just observe them. Sam and Bucky always seemed to be mad at each other for something, with Steve as a peacekeeper. Wanda and Vision were always next to each other, obviously very close, while Nat mediated between everybody and was the one keeping her most involved with the group. It was nice, and while definitely weird and not the life she'd really imagined she'd have, she was comfortable. Turned out the Avengers were a good distraction from Aunt May.

The teenager was laughing at something Wanda had said when the TV caught her attention. The news had been playing on a low volume, easy enough for her to make out but also low enough that she could block it from her mind if she wanted to. She probably wouldn't have been distracted by it if not for her selective hearing, but the moment "Spider-Girl" crossed the man on the TV's lips, her head swiveled to watch in concern. It wasn't crazy for the news to be talking about her, as she had been gaining popularity as a superhero after helping at the Expo and the whole fiasco in Washington.

The others noticed her sudden shift of attention to the TV and stopped to look at it, asking Friday to turn the volume up when they saw who it was about.

"--elusive Spider-Girl has not been seen for over a week, which has been both concerning and relieving to the many residents of Queens," the man on the TV said, turning to his co-host, "Spider-Girl, has, of course not been around for very long, and she has disappeared for about a week at a time before, but many are confused by the sudden disappearance of the vigilante, as it is the first time she's been gone since she got her suit upgrade, which made her more popular online. What do you think, Barbara?"

"Thank you, Dave," the woman responded in a fake cheery voice, "There have been many questions and calls for Spider-Girl online from both overeager fans and people who have been calling for her arrest. Ambassador Williams has expressed concern, saying that he hopes she is just on vacation and is back in action soon, though not everyone shares his opinion. Spider-Girl, having no known online presence, has not responded to any of the chaos, and neither have the other Avengers, who she worked with in August."

So people were already wondering where she was. Penny felt a twinge of concern and guilt about not having been able to patrol the streets of Queens...since she had been in Italy. She had to figure that out--how she was going to get back on the streets with Iron Man and the rest of the Avengers unwilling to let her out of their sight. Would she have to wait until she started going back to school? What if they started to recognize her voice? Was there a way she could make her voice sound different while in the suit? She'd have to work on it when Tony wasn't around...which he wasn't today.

" _Has_ anybody seen Spidey in a while? Or checked in with her?" Sam asked from where he was eating, interrupting Penny's train of thought as she resolved to grab her suit and work on it today...and hopefully not get caught. Penny glanced up at him when he spoke, but tried to eat her food without looking suspicious.

"Haven't heard from her," Natasha responded, "But that's not exactly new. Tony said she was working on a lead for those alien weapons when he called her last week. She's probably just investigating that."

"Maybe we should check in with her soon. See what she's found," Steve added, "Ross does want that operation taken down as soon as possible, and we can only keep that deal for Spider-Woman if we do that with her help."

"What deal?" Penny found herself asking. She immediately clamped her mouth shut with an audible click, her eyes wide as she realized what she'd just done. Surely it wasn't too suspicious that she was curious, right? It would be normal for her to be asking about the superhero, especially since she used to live in Queens.

They all shared glances in between themselves, having a silent conversation that Penny couldn't decipher before turning back to her, clearly still apprehensive, except for Natasha. Penny still couldn't understand what she was thinking at all.

"A few people want Spider-Woman to be arrested, since she is technically in violation of the current Accords," Steve started, "We managed to get a deal, that if she helps take down the people who made all those weapons that were used to attack the Expo, she gets some immunity. Like a restart, so she can't be arrested for any of the vigilante-ing she's done recently."

That...that was a lot of information to process. It was no secret to her that the police generally didn't like her--which didn't bother her in the slightest--but it was weird to think about the fact that government officials were concerned about her. She also hadn't realized just how much really rested on her finding the flying vulture guy, who she had gotten no new leads on because she'd been with Tony all week.

Yeah, she needed to upgrade her suit today.

"Oh," Penny said, not sure what to say. The others must have read her look of worry as concern for the 'other woman.'

"Don't worry, kid. Spidey knows how to take care of herself, and we'll look out for her when she can't," Sam said reassuringly. Penny smiled and nodded, and the conversation changed, much to her relief.

Once she'd finished eating and had done her dishes, she bid the Avengers a thank you and a quick goodbye as she headed upstairs. When the elevator deposited her back on Tony and Pepper's floor, she realized that the woman was gone, Friday saying she'd headed down to work in her office instead. Which was like, amazing. Easier to sneak around when no one was around to ask her questions.

Penny headed to her room, and after brushing her teeth and washing her face, she grabbed her bag from where she'd deposited it in her room when she'd first arrived. If she could get down to the lab, make sure Friday didn't tell on her, and fix up her suit before anyone noticed, she could do her homework and her assignments for class. Surely no one would mind that she was doing English in Tony's lab... Did she have access to Tony's lab when he wasn't here?

"Uh...Friday?" she asked hesitantly, stopping in her tracks outside her door, "Can I--can I get into the lab?"

"Boss' lab?"

"Ah, yeah, yeah. Tony's lab."

"You are welcome in his lab at any time, though what you can do in there without Mr. Stark there is limited," Friday informed her, and she let out a sigh of relief. She doubted she'd be able to do much to her suit without proper tools and materials.

"Alright, thanks, Fri." She shouldered her bag and headed out her room and back to the elevator, which dropped her off at Tony's lab. It was just as cool as the first time she'd seen it, with bits of Iron Man armor still laying around, but otherwise neater and more organized than the first time she'd entered. DUM-E and Luke rushed to her the moment she entered, both letting out ecstatic beeps as she patted them on their claws with a smile, "Hi guys. Just doing some, uh, homework, so."

Penny pulled up a screen for Friday's code, and set to work.

* * *

Natasha was confused.

Like she'd admitted to Steve a couple of years ago, she didn't know everything, but she still felt like she generally had a good grasp on what was going on. She wasn't easily fooled, she was good at puzzles and figuring things out, it was her job after all, but she couldn't figure out Penny.

To be fair, she'd only known the teen for a week, and she was hard to connect with because of how reserved she was and how much she stuck by Tony instead of branching out to the other Avengers. Still, Nat had made progress, having had a few conversations with the girl and played a few games with her, but it wasn't enough. She'd been confused when, during the middle of what was supposed to be, and had so far been, a relaxing vacation, Penny and Tony had suddenly disappeared, the two keeping to their floor in the Italian mansion, but that had been easily explained after a hushed conversation with Pepper. The woman had been furious to hear the news, seconds away from leaving the country to go murder the man that had sent the girl that message.

What was still confusing though, was the not as easily explained disappearance of Penny in Washington. She really wanted to ask the girl what had happened, to at least solve the mystery as to how the girl had snuck past her and Sam, but she guessed that if Tony hadn't asked her yet, that it wasn't the time. If she went by a couple more weeks without an answer though, she might just take matters into her own hands.

That wasn't the only thing that was bothering her.

Penny's voice was eerily familiar, and it had been bothering Natasha ever since she'd met her, but she just couldn't place it. She'd thought at first that it was maybe that she sounded like Tony, not her actual voice of course, but more her mannerisms and the fact that she and Tony literally had the exact same reaction to some things, but after thinking about it more, that wasn't it. It wasn't just how she acted, or how she spoke, it was her voice in general.

As Nat put her last dish in the dishwasher, she was sure that she'd figure it out eventually. After all, a teenager wasn't going to show up the Black Widow.

* * *

Surprisingly, hacking into Friday and placing a voice modulator in her suit was not the hardest part of her day, it was actually one of the easiest, for a few reasons. The first being that Tony had just about every tool and material imaginable, which made making what she needed so much easier than fishing through the garbage to find spare parts that she basically had to force into working. The next being that, since she had so much access to the Tower and the AI and essentially anything of Tony's, getting Friday to let her look at her code was laughably easy.

Penny felt pretty bad about it. Tony obviously cared a lot about her, enough to trust her to be allowed into his lab and to walk around his tower without being watched constantly...well, there was Friday, but that was different than being babysat. It was pretty awful of her to hack into his stuff so she could purposefully lie to him and go behind his back. But it wasn't like she was hurting him or anything...and Spider-Woman was important, and she'd seemed like an important asset to Tony and the rest of the Avengers, so really, if you thought about, she was _helping_ him.

The hard part of her day was keeping Pepper from suspecting anything, which was more difficult than anything she had ever imagined. The first time the woman came down to the lab, around 11:30, only her sixth sense alerting her at the last second that someone was approaching allowed for her to stuff her suit in her bag, which she kicked under the table she was working at. She'd luckily _just_ finished and was reading her stupid history textbook, so she didn't look too suspicious, but she was still worried.

Her heart beat rapidly in her chest as Pepper opened the door to the lab. Penny pretended she'd just heard her, looking up from the textbook that she was decidedly not actually reading and was just really looking over the same sentence over and over, smiling at the woman as she made her way over to the teen. She was wearing a nice suit, looking every bit like the professional and capable CEO who had been featured as Woman of the Year twice.

"Hey, Penny," Pepper said, putting a gentle hand on her shoulder, "What are you working on?"

"Oh, just, catching up on school," she replied, trying to sound as convincing as possible, "Just, ah, trying to get through history. It's pretty boring."

"I hear ya," Pepper responded sympathetically, "I just wanted to let you know there's plenty of food upstairs, and on the Avengers' levels too, for whenever you're hungry. Friday will make you go get something if you haven't eaten lunch by one."

"Friday will?"

"Yeah. Sorry, I've got a meeting. It's in the Tower, but it'll take a while. If something happens you can a hundred percent come and get me though. Friday will tell you where I am or she'll alert me. Okay?"

"Uh, okay," Penny said. Every minute that Pepper spent in the lab was another minute where she had the chance of noticing the bright red glove poking out of her bag. Besides, she didn't want to make the woman feel like she had to spend time with her, or look after her. She wasn't the woman's responsibility, wasn't her burden to carry. If Penny needed help, she'd ask Friday, or figure it out herself, or _maybe_ ask Tony. _Maybe._

"I'll be done around three. Call me if you need anything."

"Yes ma'am," the teen smiled, and with a promise that she was around if Penny needed anything, the CEO left. Penny managed to breathe a sigh of relief once she knew that Pepper was a floor away, thanks both to her super hearing and Friday double checking for her.

Penny continued to try and read her book, eventually just giving up and doing her math and science first instead, which was simple and a little boring but a lot better than American history. She worked her way through her books and lessons, pulling up the online assignments she'd been given through Friday, managing to finish everything before two. She only took a break once to go and grab some food from upstairs, making a peanut butter and honey with no crust, which were the best and nobody could tell her otherwise.

She wasn't exactly sure what to do once she'd finished with her assignments. The lab was amazing, but as Friday reminded her when she went to go look at the Iron Man armor, she wasn't allowed to do much without Tony. Sure, she could technically hack into the AI again, but she already felt guilty about her suit and the protective measures she'd taken out of Friday, so Penny wasn't going to continue to do things that she wasn't supposed to.

The teen also had a lot of pent up energy to burn. Her entire body felt so keyed up with the lack of running around like she usually did that she felt like she might burst. A lot of it had been held back by just how emotionally exhausting everything had been, but she still itched to move around, to swing from buildings and flip around like she usually did. She obviously couldn't do that at the moment, but Tony had shown her the gym last week, and he'd said she had access to the whole tower...

She guessed she was just going to be running on the treadmill or something. It would probably be boring, but it was better than sitting down and waiting for Tony to come back to the Tower. As she headed up to her room to change into some clothes better suited for working out, she realized just how ready she was to move her muscles. Ever part of her seemed to vibrate with energy and anxiety, bubbling under her skin and scratching at her.

Penny, once she was dressed in shorts and a loose shirt, rushed to the elevator and asked for Friday to drop her off at the gym. What the AI had failed to mention, was that there were already people there.

Penny had been scrolling on her phone, sending a quick text to Ned about what she was doing and when they could hang out again, when the elevator door opened with its usual pleasant chime, but that wasn't the only thing that she heard. She looked up at the sound of grunts and the sharp intake of breaths to see Steve and Bucky sparring. They looked like they had been at it for a while, both sweaty and slightly red in the face as Steve dodged a punch that Bucky shot at him. At the sound of the elevator however, both looked up to greet the newcomer.

Steve recovered first, raising his hand in greeting as he stepped off of the mat he and Bucky had been fighting on and grabbing a water bottle. Bucky followed him after a second, looking more hesitant but still smiling at her warmly. Penny started, remembering that it was rude to stare and that working legs were for walking, so she made her way into the ridiculously spacious room.

"Hey, kid," Steve said, shaking her hand once they were close enough, "Care to join us?"

"Oh, uh..." she stuttered. His words were joking, because it was ridiculous to ask a girl that was five feet tall if she wanted to fight someone who was over a foot taller than her and happened to be one of the strongest men in the world. But, to tell the truth, she could probably hold her own against them. Not in like, a fight to the death, she knew that she would be severely outmatched if they took a fight with her seriously, but she thought that she was strong enough to keep up with them.

"I know you're joking, Stevie, which, your jokes suck by the way, but that's not a bad idea," Bucky interjected.

"What?" she and Steve said at the exact same time, and Bucky rolled his eyes a little. Who knew the Winter Soldier was so sassy?

"I don't mean for her to actually fight-fight us," he explained, "But she could stand to learn some self defense, and we're all already down here, so."

That...actually wasn't too bad of an idea, from their perspectives anyway. She already knew self defense--well, she knew how to not get kidnapped and she also knew that she was strong enough to fight off probably anyone who tried to attack her, even if her fighting skills were kind of trash. Penny thought about objecting to the idea of sparring with the war hero and the assassin, but when she thought about it, it would actually be pretty cool. Improving her fighting skills could improve how many people she saved while patrolling, as well as lessen the amount of bruises and cuts she usually got. Plus, she wanted to know how to do that one-hit-knockout that Sam had done at the Expo.

Steve glanced between her and Bucky, clearly unsure of the idea, but Penny's face split into a smile, "That sounds really cool! I was just going to run on the treadmill or something, but this is _way_ cooler!"

"See, told you you took all the stupid," Bucky told Steve, who rolled his eyes goodnaturedly with a reluctant smile.

"Alright fine," Captain America conceded, "But _just_ basic self defense, you tell us if anything hurts or if you need a break, and if Tony gets mad at us, we blame Buck."

Penny smiled, having to keep herself from laughing out loud. The contrasting picture in her mind based off of the Steve Rogers in the PSAs and the one here trying to pass off blame to his boyfriend was so different she honestly was going to have a headache. Still, she agreed to the terms, and they led her over to where they'd been sparring earlier. They rearranged the mats so that it would be easy for them to demonstrate and she could watch and copy them.

"Okay, so fighting isn't just hitting someone," Steve started, and she prepared herself for the fact that she was going to have to go through the _basic basics,_ "The way you hit is important, and so is how you hold yourself. So plant your feet like this," he demonstrated and she copied, already familiar with the pose, "Good, you always want..."

Penny didn't know how long she trained with Bucky and Steve, going through basic punches and kicks and defensive positions. Despite the fact that she already knew how to fight relatively well, it was still a lot of fun, and actually pretty informative. Bucky showed her a few ways to get out of choke holds, as well as how to side step attackers, which was really cool and she couldn't wait to learn. Her favorite part was when Steve showed her the one-hit-knockout though. It was amazing.

After what she assumed was a couple hours of just going through moves and what to do in whatever weird situation she may one day find herself in, they moved onto her _actually_ applying the moves. In other words, she was sparring. With Captain America. There were a lot of cool days in her life now, and Penny was pretty lost on ranking them at this point (the amount of times she'd thought _'this is the coolest thing ever'_ was insane), but she thought that this would make top ten.

"Okay, so I'm going to come at you, and you're going to try and hit my head," he explained, making sure she was positioned on her mat correctly and then going to his, "That's just the goal, and don't worry about hurting me, I promise I can take whatever you dish out."

"Okay," she nodded, smiling but inwardly making sure that she didn't end up hitting him too hard. Captain America could totally take a hard hit, but she still didn't know the extent of her powers, and it would be suspicious if she, a small teenage girl, were able to beat the crap out of him.

Steve charged at her, and Penny dodged to the left at the warning of her spider sense. She felt a second tingle go off at the base of her neck, and she ducked in response just as Steve's arm flew overhead of her. She grabbed his arm and tried to twist it like he'd showed her, but in a whir of motion she was suddenly on her back, wheezing a little from the air that had been pushed out. She blinked in a daze to see Steve standing over her, smiling, and holding his hand out for her to take, which she accepted gratefully.

"That was a good effort," he said, "The first dodge was predictable, the second one was good--I wasn't expecting it--but it put you in a bad position to attack me and it gave me easy access to flip you."

She nodded seriously, taking in the notes and comments and trying to think of what she would do next time, "Okay, okay. Can we try again?"

"'Course, kid."

That was how the next hour went. Essentially her trying to get a good hit on Steve and then him explaining what she did wrong. It was actually a lot of fun, and she managed to get him a couple of times, so it was totally worth the amount of times she landed on her butt. She and Steve were in the middle of another sparring session, where she had his arm in a tight grip and he had his own arm around her neck as he talked her through how to get out, when the elevator opened with a ding.

All three of them looked up at the sound, watching as the doors slid open to reveal a very worried looking Tony. His hair was awry, sticking out in awkward angles like he'd been running his hands through it. His clothes were rumpled and stressed, his tie loose and his cuffs undone. Immediately anxiety piled up in her chest, the fears she'd been pushing down all day bubbling up. What had happened? Was May okay? Why did he look like that? What--

"What the _hell_ are you doing?"

* * *

Tony pulled his car up to the Tower and into the garage, putting the car in park and then immediately slumping back in his seat with an over exaggerated sigh. His hand rubbed at his temple, trying to relieve the stress that had culminated there from the pure craziness of the situation. He was going to have to, in a few minutes, go upstairs and tell Penny that May Parker was dead. It was like something out of a nightmare, how awful this situation was.

What was he supposed to do? How was he supposed to say it? "Hey, the woman who raised you and also kinda kidnapped you who you love and hate at the same time literally just died and the last conversation you had with her had you in tears." Obviously he couldn't actually say that, but that was the reality of the situation. He didn't even care about Parker, just about how much worse this was going to make everything for Penny. So, so much worse.

He definitely needed to talk to Pepper about getting her some therapy.

With one last hefty sigh, Tony stepped out of the car, his legs feeling like lead and seeming to wobble with each step, overwhelmed by the weight of the world. He stepped into the elevator, instructing Friday to take him to his floor so he could talk to Pepper and Penny, but he was surprised to hear that Penny was apparently at the gym. He hadn't taken her as an athletic type.

"She's in the gym?" he clarified, pulling his tie loose and undoing his cuffs, feeling like he was trapped in them.

"Yes, sir," Friday responded, "She entered at 1:42 and has stayed there for the last four hours."

Four hours. That was a long time to be working out without a break. He was used to the other team members doing it, but they were super soldiers or had been training for years to build up that kind of stamina. And what had she even been doing in the gym for four hours?

"Okay, take me there instead," he ordered, "What's she been doing all day?"

Friday paused before answering, going over footage so she could properly report her findings to him, "She ate with the team this morning around eight and then worked on schoolwork in your lab until 11:30. She then ate lunch and went back to the lab to finish up her work and then went to the gym, where she met with Mr. Rogers and Mr. Barnes."

Rogers and Barnes? That was strange. Not for them to be in the gym, they were there all the time, but it was strange that Penny had been hanging out with them in the gym, though she'd probably just been in their vicinity all day while she worked on her own thing, since there was no way she would be able to keep up with them in anything.

He was unable to ponder it any longer when the doors slid open, interrupting him from his thoughts as he looked up only for his heart to stop.

Penny and Steve were off to a corner, with Steve's arm wrapped around her neck while Penny grappled at it. Barnes stood off to the side, looking unconcerned as he glanced up at the elevator. Tony felt like his breath had left his body, and in that moment he couldn't think about the fact that Steve would never hurt Penny, that Friday would've told him if Penny was in any danger, or that Steve's arm was loose and that Penny didn't look scared in the slightest. All he could think about was that Penny looked like she was in danger.

"What the _hell_ are you doing?" he called out probably a little too angrily, marching over to where the trio was. Immediately Steve let go of Penny, the arm around her neck retreating to hang by his side awkwardly.

"We were going through some self defense moves," Steve responded, sounding a little unsure but still with that stupid 'I'm always right' voice, "Just basic things, like how to hit and get out of a choke hold. Nobody's hurt, I promise."

Tony glanced between Bucky and Steve a little distrustfully, but ultimately let out a stressed sigh once his eyes landed on Penny. She didn't look hurt or scared in the slightest, just sweaty and tired from working out for hours on end. His heart still beat in his chest rapidly, feeling stupid for how scared he felt. He trusted Steve, he really did, even if he was unsure of Bucky. He'd been through too many life or death experiences to not trust Steve with his life, and if it came down to it, he'd trust him with Penny's life too. But...seeing her look like she was fighting, like she was being attacked had been too much. He'd just gotten her back, and any attack of that just made him feel like the world was going to end.

"Okay, well, it's dinner time, and next time please tell me if Captain America and the Winter Soldier are going to beat up my kid," he excused, placing a hand on Penny's shoulder as they got to the elevator, giving them a wave as the doors closed. He turned to her the moment they did, giving her a searching look, "You sure you're alright, honey?"

"Yeah, I'm good," she responded, and then her eyes grew wider with excitement as she launched into an explanation of her day, "It was actually really cool! Steve showed me how you're supposed to stand when you punch, like following through and stuff so you don't hurt your hand. We were going over how to get out being held down and stuff, like, we took turns and he usually went first or did it with Bucky to show me what to do! It was a lot of fun!!"

Tony smiled at her as best as he could, encouraged by her excitement but also knowing that it was going to be crushed in a moment, "Sounds like a ball, kid. But it is actually dinner time, so go take a shower and then come and join me and Pepper."

The elevator doors opened onto their floor, and she gave him a worried look, "Did...did something happen at the prison. Is May...is she okay?"

"Go wash up first, honey, and then we'll talk." He walked out of the elevator and to the kitchen, making it clear that he wasn't answering her yet. He knew that he was just going to worry her, that she might freak out, but he needed to collect himself, and he needed to let Pepper know what was going on too.

He was pleasantly surprised to find Pepper waiting for him in the kitchen, already working on making something, though she was in the middle of a call as she stirred whatever she was making in the pot. She gave Tony a tight lipped smile when she saw him, motioning for him to take the spoon of what he now saw was spaghetti sauce while she finished up her work.

"So, how'd it go?" Pepper asked when she hung up, her expression one of masked worry. She joined him back in the kitchen, grabbing the pot of noodles she'd been cooking and draining them.

"Not great," he started, "The bomber...hit their target, and she didn't make it."

"Oh," Pepper breathed, looking torn, "And you're sure it was her? I mean, Ivan Vanko--"

"--Fooled us, yes. But I checked. Went and saw the body, looked over the autopsy results...it was her, no doubt about it."

"Did you tell Penny yet?"

"No. Friday told me she was in the gym, so I went to get her and found her with Steve in a choke hold."

_"What?"_

"I believe you should mention to Ms. Potts that Mr. Rogers was teaching her self defense and that Penny was never in any danger," Friday butted in, and he gave the AI a nasty look. Obviously, that was an important piece of information, but no need to act like he _wasn't_ going to tell Pepper that. Sometimes he regretted how much sass he gave his AIs.

"Yeah, I was getting to that," he rebutted, "Anyways, no, I haven't told her yet. I just thought it'd be better if she ate something first, or got to take a shower so that she wasn't doused in sweat or whatever."

"Okay, how do you want to do it?" Pepper asked, and he hummed in confusion, "What do you need me to do? It'd be better if the news was from you, and there's no telling how exactly she'll react to this, so how do you want to tell her?"

"Just...probably before dinner. She's not going to go the whole meal without asking something, so I'd rather just--get it out that she died, before anything goes wrong."

"Sounds good."

He was about to reply when the sound of something clattering on the floor caught his attention. He whirled around to see Penny standing in the doorway, her hair wet, her phone on the floor, and her eyes full of tears.

**Notes for the Chapter:**

> Oh no!! A thing!! That is bad!! Has happened!! :-)


	24. One She'd Dreaded

Penny was unaware of her dropping her phone, the sound of it clattering to the floor reverberating around the room but still escaping her attention. A hand flew to her mouth as she felt a sob catch in her throat. Tony and Pepper both whirled around to stare at where she was standing in the doorway, still slightly wet from her record setting fast shower. Both looked shocked to see her there, their expressions matching ones of confusion and apprehension.

_Get it out that she died. Get it out that she died. Get it out that she died._

The words crashed around in her head, running around and intermingling wildly, making it hard to think past _May was dead._ It was an awful, terrible thought. One she'd dreaded since that night a lone gunshot had rung through the air of a lonely street, the sound being drowned out by the honking of horns and the screams of a girl that she had realized later must have been her. One she'd dreaded since blood had coated her hands and her legs while she tried to stifle the wound, pressing down on it and screaming for help through choked out sobs. One she'd dreaded since that too sunny day that Ben's service had been on, since he'd been lowered into the ground and she knew she would never see him again.

She seemed to break through her haze to see that Penny and Tony were looking at her worriedly, shock and overwhelming concern as clear as day on their faces. They clearly hadn't meant for her to find out like this, her overhearing how they were trying to tell her without--what? Shocking her? Scaring her? Making her upset?

"Penny?" Tony said tentatively, taking a hesitant step towards her, but she didn't respond. She couldn't even think about responding, couldn't get words to form. Her brain felt like it was detached from the rest of her body, like she had no control over what she was going to do. What was she going to do? She couldn't think of what to do next, how to move on from this situation. Penny couldn't seem to get past _May is dead,_ much less try to figure out how to respond to Tony.

"Pigeon?" he tried again, and it seemed like she blinked and he was right next to her, placing a supporting hand on her shoulder, "I'm sorry, kid. I didn't mean for this to happen."

She nodded dumbly, but that was all she could get herself to do. Every movement felt exhausting, like she had been running a marathon instead of what was really happening.

"What do you need, Penny?" Pepper asked soothingly. She needed May. She needed Ben. She needed for her life to be normal and stable and to stop losing family. She needed to actually _have_ a family, and that thought was immediately replaced by overwhelming shame. She had a family. It was awkward and broken, but Tony and Pepper were trying their best. _She_ needed to try harder to actually be a good daughter, to actually be what they wanted her to be.

But even as she thought about it, about being a better daughter, she still couldn't make herself work. Still couldn't respond properly or act like an actual human being. She just wanted to be alone. Alone in her room so that no one would have to see her break down, to see her grieve someone she was so angry with. But it didn't matter, not really, because May was dead. Because May had promised not to leave her, and then Penny had left her, left her alone and in a prison where she'd been killed.

But--but she was mad at May. She was furious and angry and betrayed and...and the past week of angry words and the feeling of betrayal didn't seem to matter, the pain slipping away almost as if it had never been there.

"Can--can I just go to my room?" she stuttered out. Being alone sounded as nice as it was going to get at the moment.

"Sure, honey. I'll bring you some food in a bit, kay?"

She nodded, and then awkwardly turned away from them, stepping back towards her door and into her room. Penny closed the door behind her probably a little too roughly, but it wasn't broken, so it didn't really matter to her.

She couldn't figure out what mattered to her anymore.

But as she grabbed her bag from where she had tossed it earlier, a red glove with blue fingers sticking out, she was struck with something that did.

* * *

Tony and Pepper ended up eating dinner without Penny, both of them pushing around their food like a toddler who had been given something they hated. Neither of them were hungry, both too shocked by the night's events he guessed. He knew, _he knew_ that getting Penny back wasn't going to be easy. That she wasn't going to jump into his arms at every opportunity with boundless love like she'd used to, that she was going to be scared and confused and sad and just about every negative emotion out there. He knew that, had tried his best to steel himself for the coming weeks or months, but he guess he hadn't done it well enough.

Every time he saw Penny he seemed to break a little again yet be healed at the same time. Two steps forward, one step back. That had been the entire week, and he guessed he could at least be grateful for the one step forward.

She seemed shocked but almost accepting of Tony being her dad. Two steps forward. Realized May and Ben betrayed her and closed in on herself. One step back.

Was getting more used to him and trusting him a little more. Two steps forward. Got a rape threat from a grown man online and had to take days to work up the courage to tell him. One step back.

He handled it well, and Penny finally understood that she's safe with him. Two steps forward. May dies from a deliberate attack and she finds out by overhearing him talk about it. One step back.

Or maybe in this case, three steps back. Whenever Penny had cried or freaked out, she'd always accepted his help, his comfort, however reluctantly, but this time she'd rushed to her room as fast as she possibly could. And this freak out had been different. She's just looked...empty. She'd barely said anything, just asked to go to her room and left the moment she got the go ahead. He couldn't blame her, he never could. Tony remembered how he'd wanted to be alone after his parents' death, how he'd just wanted people to stop telling him how sorry they were and close himself off from the rest of the world. Because that's what May had been to Penny. A parent. She'd been more of a parent to Penny than he ever had.

"I'm going to fix Penny a plate," Pepper said, interrupting his thoughts. He looked away from his uneaten plate and up at her, taking a second to fully comprehend what she'd said.

"Yeah, yeah. Um, I'll take it to her," he offered, getting up from the table and taking his own plate with him. While Pepper made Penny's plate, he wrapped his and hers unfinished dinners up for leftovers and began putting the noodles and sauce in the fridge. Neither of them spoke, a heavy silence resting over them that he didn't dare break, though he wasn't sure what had caused it in the first place. Maybe they were both just grieving in their own way--not May Parker obviously. But grieving for Penny, for what she was going through.

Tony took the plate Pepper handed him wordlessly, grabbing a fork and napkin on his way, and headed towards Penny's room. He didn't hear anything as he approached the door; No crying, no shows, no talking. Just pure silence, and it worried him more than he cared to admit. Taking a deep breath, he knocked on the door, but got no response. He wondered if she'd fallen asleep, or if she was in the bathroom.

"Uh," he cleared his throat, "I've got your dinner, Penny, if you're hungry." Still no response, "Okay, well, I'm just gonna leave it outside your door, for when you want it... I'm sorry this happened, kid."

Tony left the plate outside the door like he'd said and headed to his own room to change out of his suit that he'd been haphazardly been destroying as he pulled at it all evening. Once he was wearing a more comfortable tee and pants he headed out of his room and back to the kitchen. Pepper was scrolling on her phone, but looked up when he entered her vision.

"Is she eating?" Pepper asked, her face drawn on worry, and Tony shrugged.

"I don't know, she didn't answer the door. I just left it for her."

"Is she okay?"

"Friday would've alerted me if Penny was doing anything to hurt herself," he replied, glancing up at the ceiling in confirmation.

"I can confirm that Ms. Stark is safe at the moment. She currently has her earbuds in and is at her computer," Friday answered. So that's why she hadn't answered the door.

"Thanks, Fri," he said, grabbing an apple from the fruit bowl as he felt his stomach growl. He should've just had his actual dinner, "I'm gonna go tell the team what happened, and we've still got some planning to do to find that operation and stuff."

"Alright. I'll stay up here in case Penny needs anything." Pepper gave him a kiss on his cheek and he stepped into the elevator, instructing Friday to gather the team in the common room and to take him there. Thankfully, they were already there, watching a movie and eating some takeout on the couch. The movie was paused and they were all looking at him expectantly as the elevator opened, so he supposed they all got the idea that this was serious.

A few of them stood up at his forlorn face and defeated posture, looking concerned.

"Tony?" Natasha asked worriedly. He pinched his brow and let out a sigh.

"Parker's dead," he said, ignoring how their worry turned into shock and then traces of relief. He doubted any of them had wanted the woman _dead,_ but it was probably preferable news as to what they were thinking. He walked the rest of the way into the room and leaned against the kitchen counter, crossing his arms.

"What happened?" Steve asked, taking a step towards him but otherwise staying where he was, evidently still aware of Tony's freak out earlier.

"Suicide bomber. Targeted her specifically."

"Do we know who?" Nat said.

"No, not yet. All records of the bomber, who was posing as a prisoner, had been cleared. Friday's looking into it right now, trying to bypass servers and get some deleted info, but there's none as of now."

"And what about Penny?" Sam asked, and Tony just sighed, "How well did she take it?"

"Pretty...pretty bad. She's been pretty despondent, and she hasn't left her room for the past twenty minutes. Wouldn't even eat dinner."

"She just needs a moment to come to terms with all this, Tony," Sam assured, and not for the first time, Tony was glad for Sam's experience in therapy, "Give her a night or two, and maybe a grief counselor. Have you thought about therapy at all? Because if anyone needs one, that girl does."

"I have," he responded, "I'll bring it up to her in a bit, see if she's up to it. Probably try to get her friends over here again soon, some familiar faces would do her some good."

"Solid plan," Nat said, "I'll help you look into Parker. Knowing the motive behind this could really turn our results with Phoenix around."

Tony nodded as Steve spoke up, saying, "That reminds me. We were wondering about Spider-Woman."

"What about her?"

"Have you heard from her?" the super soldier clarified, "She hasn't been seen at all this week, and we just wanted to know what's going on. Besides, I wouldn't put it past Phoenix to do something to her. She's not exactly very well protected."

"The suit would've alerted me if something happened. She's got plenty of protocols in place to make sure that we'd know if she was in danger."

"But you haven't heard from her?" Wanda clarified. Vision sat beside her on the couch, quiet and observant as always as he looked over the crowd of worried heroes.

"No. But, tell you what. If she's not seen or heard from in two more days, I'll look up her tracker and give you her location," Tony offered, and the teams looked fractionally more relaxed knowing that they could access her location, "I know nobody's been paying that much attention to it, but _is_ there any new news on Phoenix?"

"Until last night, there were no new disturbances," Vision said, speaking up for the first time, "I do believe they are trying to cover their tracks with Parker's death. They've exposed two weak points now. Their deals with stolen alien technology and keeping Penelope hidden. If we can manage to explore these paths more closely, we will find ourselves pointed in the direction we're needed to go."

Everyone exchanged glances at Vision's info dump, considering his words. Tony hadn't thought about it like that, though to be fair, every brush he'd had with Phoenix ended with them completely shattering his world. It made finding that tech operation even more important, for a few reasons. One, Ross was breathing down their necks to take care of the terrorist organization that had been hiding under their noses. Two, making sure that these people and these weapons were off the streets was one of their priorities as heroes, and would also help them be better received by the public, who had been wary after the situation in Lagos. Three, Tony would like nothing more than to break every neck of the men who had taken Penny from him.

"Really wish we had that lead that Spider-Woman had," Sam said, finally breaking the silence.

* * *

Cool air rushed past her, biting into the skin and making her feel more present than she had for the past few days. Another web shot from her wrist, gripping onto the edge of a building and allowing her to push herself forward. A whoop of joy was caught in her chest, begging to be released but chained down by cries of grief. Flashes of May danced across her vision; her smile, the smell of her bad cooking, the way she'd hug her, her eyes, being picked up from school, making cookies on Christmas Eve with her and Ben.

But just as each pleasant memory appeared, now doused with fury and anguish, something else awful flitted into her mind. Her eyes, saddened and crazed in that interrogation room. An image, completely crafted by her own vivid imagination, of May's body, burnt and disfigured by a bomb. Or broken and bleeding from a wall that'd been toppled over in the explosion, her eyes unseeing either way. Unseeing and unknowing of how much Penny still loved her, of how much Penny hated herself for loving. For caring.

She shot another web as she neared the ground, waiting until the last second in the hope that the adrenaline would overpower her grief, but nothing she did seemed to help. Nothing could move the wave of hopelessness, the knowledge that Penny had lost so much, that she wished it had been her in May's place. In Ben's place. Because this was her fault.

Ben was undoubtedly her fault. She could've saved him, could've fought the guy with the gun, could've helped instead of looking the other way, could've done _something_ different. And if she'd kept an eye on May, she could've saved her. If she'd begged Tony to keep her close, or to make sure she was safe, even if she was angry beyond words could comprehend. If she'd looked after May instead of looking the other way, then maybe...maybe she wouldn't be dead.

Penny was disappointed by the lack of crime to distract her from her stupidly over complicated life, but it was still only six. She had time to patrol for another hour or two until anyone got suspicious and went into her room to check on her. Getting into Friday to activate one of the protocols she'd hidden in the AI's code while she was in the lab was easy, though it had taken a bit. If everything worked correctly, Friday hadn't alerted anyone of her absence, and technically didn't know of her leaving, at least on the surface level.

Doing a flip in the air, and still finding _no crime_ (Come on Queens. Where was a murderer when you needed one?) she decided that she'd stop by Ned's. She missed him a lot, and honestly, everything seemed so much easier when he was around. So, she landed on the side of a building and instructed Karen to take her to Ned's apartment, not quite sure where she was. To be fair, she wasn't generally in Manhattan, and stayed in Queens for most of her patrols.

Penny rapped on Ned's window when she arrived at his apartment building, flattening herself to the wall as close as she could to avoid being noticed by anyone. Ned, who was in his chair working on what looked like the monster of an English assignment that their teacher had assigned, startled at the noise, floundering in his chair as he swiveled to look at her. He looked annoyed as he got up, opening his window for her.

"Dude," he started, undoing the latch on the window and throwing it open, "Can you stop scaring me like that? The amount of time you've--"

His eyes widened in surprise and his jaw went slack as she took off her mask, "What? Is there something on my face?"

"What--how the ever loving _fuck_ are you out here in your suit?"

"Oh," she looked down, as if noticing for the first time that she was wearing it and shrugging, "Uh, I hacked into Friday and maybe kinda snuck out?"

"You snuck out of Avengers Tower?" he whispered almost reverently, "Dude. I have _got_ to see whatever code you used to hack _Tony Stark's_ AI. Also, are you sure they won't notice? Are they out on a mission or something? OH! Are you supposed to join them? Secret superhero team up because they don't know it's you! That would be so--"

"--There's no mission, Ned," she responded, blowing out a stressed breath of air, "I just...I needed to get out. People have been wondering where Spider-Woman is and with me reappearing as Penny _Stark_ someone is bound to notice the correlation. The Avengers were even wondering this morning, I almost lost it, I mean, I'm _this_ close to being discovered, and there's some kind of deal about me not being arrested and I have like _no leads_ because I've been stuck inside or with Tony for the past week. And what's even the point of these powers if I'm not using them? I can't stop patrolling, not even if my life is falling apart and--"

"--Dude," Ned interrupted softly, looking concerned as she felt her face grow hot with frustration and tears threatening to spill, "I know this look. You're freaking out hard over nothing--well, this time it's not really nothing, but you can handle it! You're Spider-Woman! You're like, the coolest person I know, there's _nothing_ you can't handle, Penny."

Penny blinked at him, and the guilt in her chest doubled. She didn't deserve a friend as good as Ned. He was always so encouraging and he always tried to make her feel better no matter what. They'd only ever fought once, but he'd still been there for her when they were angry about some middle school drama she couldn't even remember. He always helped her whenever she was injured or had forgotten to do an assignment thanks to patrols and here he was, not even knowing what was happening as she dumped even more of her problems into his lap. He was probably already in trouble because she was Penny Stark, she knew that friends of famous people could be targeted, and as Spider-Woman too.

Before she knew it she was sobbing. Hard.

She barely registered Ned's look of surprise, the tears streaming down her face blurring her vision and making it hard to breathe as her nose became stuffed and a lump swelled up in her throat. Every emotion, every feeling, that she hadn't registered, or had maybe just been repressing, for the past hour had broken through the floodgate, resulting in her a crying heap on the floor leaning against Ned's bed while he rubbed at her back in hesitant circles, clearly unsure of how to comfort her.

She leaned into him at his touch, resting her cheek on his shoulders, and he gripped her in a hug, saying something that she couldn't hear at the moment. Every tear burned. Burned with shame and anxiety and guilt and hurt and betrayal and everything. Every tear shook her body, making her wheeze and gasp for breath, which only made breathing harder as she choked on her tears.

"I'm sorry, I'm sorry," she spluttered out after a solid seven minutes of crying, wishing that she'd just stop already. That she'd stop freaking out and dropping her emotional baggage on everyone. Ned didn't need this. MJ didn't need this. Tony didn't need this.

"You're good, dude," Ned replied, "This is probably like, the craziest week of your life."

She snorted through her tears, "Probably?"

"Your life is weird, Penny, let's be honest. Name one person with a weirder life."

"Jeff Goldblum."

"Fair."

She was still crying, but the worst was over, so now only silent tears leaked from her eyes, which she wiped away with a loud sniff. Ned pulled out his phone and began playing some YouTube video of a gameplay both of them enjoyed. It was relaxing, watching the people on screen just laugh at everything, or struggle with some monster they had to defeat, and she even found herself smiling.

About fifteen minutes into the video she whispered, "May's dead."

Ned flinched and turned to look at her in shock, his mouth hanging open. She refused to look him in the eye, instead keeping her gaze trained on the phone that had gone slack in his hand. It was clear that whatever he thought that this was about, that hadn't been it.

"She--how?"

"I don't know exactly," she responded. She suddenly wished she'd stayed around long enough for Tony to explain what had happened, but that instinct was immediately squashed by the thought of knowing. Of knowing how it had all ended for the woman she had loved like a mother, "Friday told us that a bomb went off at the prison she was in. I don't know if it hit her, or she got caught by a wall, or if it was even there for her specifically. Tony just--I overheard him talking to Pepper about it, and I, I don't know I just had to get out and--and do _something._ Something useful."

"So you've been patrolling?" he asked, perplexed.

"Sorta," she mumbled, "I didn't like, find any crime, so I thought I'd just come over here and then head back out. I should be in the clear for a couple more hours before anyone might start noticing I'm gone. I'll probably head out in a bit, see if I can find a mugger or two."

"Okay," he responded. He sounded like he didn't quite know what to do, but to be fair, she didn't know what to do either, "D'you want some water before you go?"

"Yeah, uh sure." She sat up, no longer leaning on him, and wiped at her eyes, scrubbing the tears staining her cheeks off as best she could. Ned left and returned less than a minute later with a glass of water, which she accepted gratefully. She was surprised by how much better the water made her feel better, "I guess I better be going if I want to get some patrolling in before I have to get back to the Tower."

"Alright, do you mind if I connect?"

"Yeah, sure. I'll help you with that English assignment, I finished it earlier today."

"Lucky!"

"Nope," Penny responded, plastering on a smile as she opened the window back up and put her mask on, "Just infinite free time."

And with that she jumped out of the window, shooting a web and launching herself into the sky. Ned connected to her suit a few minutes later, Karen connecting them, and she guessed he was watching as well as listening. By the time the sun had disappeared across the horizon, she'd stopped three muggings, directed a lost tourist, walked a young girl home to her apartment, and helped Ned through a third of his English assignment.

She stayed out for as long as she possibly could without attracting suspicion, ignoring the gnawing in her stomach and the aching in her bones. She was tired, she knew, and her blood sugar was probably approaching being dangerously low. After all, she'd trained with Steve and Bucky for hours, hadn't eaten and had barely drunk anything, and then had gone straight out to do possibly the most physically draining thing on the face of the planet.

She'd lost track of time, but thought she must have been out for about three hours, and had already ended her call with Ned, when she asked her AI, "Hey, Kare Bear, what time is it?"

"It is currently 9:48 PM," the AI answered, and then she seemed to hesitate. Could AI's hesitate? "Penny, are you Penelope Stark?"

The question caught her off guard, and she almost lost her grip on the building she'd landed on, "Uh, what--why do you ask?"

"You told me your name was Penny Parker, and Mr. Stark's files, as well as many credible news sources, say that that was Penelope Stark's former name. You have also not patrolled in a week, which is unusual for you, unless you have been out of the country and under close watch by those who do not know your secret identity, like Penelope Stark."

"Are...are you going to tell?"

"My main directive is to aid you in fights, collect information for you, and alert others if you are in over your head. Unless you find yourself in a situation that is too much for you to handle, I will not alert anyone of who you are."

"Thanks, Karen," she said, hesitating before leaping off the building, "Will you help me? Keep it a secret I mean? I put some coding in Friday that'll keep me from suspicion, at least for a little while. It's like, a secret code that she isn't even aware of, so she doesn't report on it and the moment she does it it'll get erased from her memory, but I don't know how long that'll last."

"I cannot help you hack into Mr. Stark's AI, but I will see what I can do to try and aid you as a superhero."

Penny thanked her again as she swung to the Tower. She figured with that startling revelation and with how late it was starting to get, she might as well head back. It took her a bit to actually get close to the Tower, and when she was finally close enough, she had Karen tell Friday that it was just her incoming and there was no need to tell anybody. Either because Friday actually listened to her, or because her coding was actually working, she managed to land pretty high on the Tower's side where she didn't think anyone would be and crawl up and eventually into her bathroom window.

She breathed a sigh of relief after she poked her head out of the bathroom door to find nobody waiting for her, and went back in to take a quick shower. She had to sit down while she took a shower, her head pounding and her vision going dark for a few moments and making her feel like she had to throw up. Once she'd showered, dried off, brushed her hair, and gotten into her pajamas, she felt like she was going to pass out.

Her stomach growled, but the idea of eating was nauseating. The idea of getting to continue on living and breathing and eating while May and Ben were both six feet under the ground was too much to bear. It struck her then that they wouldn't be buried next to each other, that the Parker brothers would be alone in that graveyard forever.

She wanted to cry then, wanted to sob until her throat bled from the exhaustion of her tears. But she didn't. She didn't want Tony to know, and she knew the AI would snitch the moment she showed any signs of distress (she hadn't managed to fix that in the coding). Penny dropped into her bed, less on purpose and more feeling like her legs were breaking from underneath her.

It didn't matter though, because the moment her head hit the pillow, the world went dark around her.

**Notes for the Chapter:**

> Hey guys!! I'm excited to hear your thoughts on this chapter, though to be fair, not much happened (just wait till next chapter). l'd make this note better but I just woke up and I'm super tired. Anyway, hope you enjoyed!


	25. A Hunger Strike

**Notes for the Chapter:**

> I can't believe it's August, this is fucking insane. Anyway, uh TW for not eating?? Idk if that's a trigger, and it's not like, awful (in the story), so, yeah.

Tony wouldn't really say he "woke up" the next morning, more that the light filtering in through his window made him open his eyes to the realization that he hadn't slept a wink. Pepper was still in bed beside him, sleeping soundly. He held back a sigh as he sat up and swung his legs over the side of his bed, not wanting to disturb her.

Heaviness weighed down on his eyelids, and he knew instantly that he'd need a pot of boiling coffee. He hadn't managed to sleep since the flight back from Italy. He'd had a few opportunities to do so while going to and from places while dealing with the Parker Situation, but had been unable to thanks to the stress. He hoped that the coffee would keep him awake enough to deal with whatever bullshit was going to happen.

The first thing he noticed when he stepped outside of his door, was the plate of spaghetti still on the ground outside of Penny's door, stale and cold and untouched. This time he couldn't hold in his sigh as he bent down to pick it up, his joints popping and cracking as he did. He hoped that Penny had just fallen asleep instead of refusing to eat. He barely remembered anything about the first few weeks after his parents' deaths, but he knew that Rhodey had essentially had to force him to eat, and that even then he'd lost weight.

Tony took the plate to the kitchen and scraped the uneaten meal into the garbage can before setting some water to boil. If Penny really hadn't eaten anything last night after working out for so long, she'd need some actual nutrition. He got out the blender and started making one of those health freak smoothies that he'd gotten into when his arc reactor had started to poison him.

"Friday, what's going on with, Pen?" he asked the ceiling over the sounder of the blender rumbling.

"Miss Stark is not currently awake," Friday reported.

"Alright, thanks, Fri." He poured what was in the blender into a cup and placed the yellow bendy straw that he'd noticed Penny had been favoring in it. If Penny was sleeping peacefully, he didn't want to ruin that. He knew that sleep could be few and far between, so he didn't knock on the door, instead just leaving the smoothie outside of the door in place of the spaghetti and instructing Friday to tell Penny that it was there when she woke up.

Tony went about the day flipping between making phone calls and working on his nanobots in the lab. Pepper came down every once in a while between meetings to check up on him and make sure he was eating, as well as asking how Penny was doing.

"I don't know," he'd responded to his fiancee's questions, prying apart the two pieces of metal he was working on.

"You don't know?" she'd echoed, an unimpressed look on her face.

"I made her breakfast and had Friday tell her about it when she woke up. She needs time alone, Pep, not me parading in to check on her every five minutes. She doesn't even know me that well, it's weird."

"Or maybe she needs someone to help her through all this and be there for her," Pepper had argued back.

"I'm working on setting up a therapist for her."

"Tony."

"Pepper."

Pepper had fixed him with a glare so strong she could've destroyed whoever their next alien visitors were with it. The thing was, Tony wanted _more than anything_ to go back upstairs and check on Penny. To shove food at her until he finally saw her eat something and watch movies all day, to be the guiding presence he'd both resented and wished for after the death of Howard and Maria. But what if she didn't want to see him? What if she closed the door on him before he could even get a word out? And wasn't that so much worse? Rejection was worse than giving her some space, giving her space to be comfortable in _at least_ her room.

So, he turned away from Pepper pointedly to look at some schematics for his new suit, "I'll make her some lunch in thirty minutes. Look, Friday will even set a timer. And don't you have a meeting in ten?"

Pepper scoffed, "Just make sure her food is edible."

Once his thirty minutes were up, as Friday dutifully reminded him _multiple_ times, he headed from his lab to the kitchen. First he checked down their hallway, disappointed to find that the smoothie still sat outside Penny's door. With the same sigh he had earlier, he picked up the cup and marched back into the kitchen, dumping the drink into the sink and started cooking something else. They had boxed mac n' cheese that had simple enough instructions on the side, so he started on that.

"Is Penny awake?" he asked Friday while he waited for the water to boil.

"Miss Stark woke up around 9:30, didn't move from her bed until 11:00, and has been sitting on the floor watching a show."

"And you told her about her smoothie, right?"

"She said she was not hungry, Boss. Though to be fair, I don't know who would eat anything you made."

"Thanks, Fri. Always lovely talking to you."

He mulled over what Friday had told him while he stirred the noodles, his brow furrowed in worry. There was no way Penny actually wasn't hungry. She'd worked out for four hours and then hadn't eaten anything since. Probably hadn't drunk anything. The thought made him grab a carton of chocolate milk out of the fridge and pour a big glass. Fainting from low blood sugar was something he didn't want to deal with at the moment.

He wondered _why_ Penny wasn't eating. Obviously grief was the main suspect, but it wasn't the sole reason. So, who were the accomplices in this crime? Had her brain tricked her into thinking she wasn't hungry? Did it make her feel nauseous or sick? Or did she think that she shouldn't eat? That since May Parker wasn't living and breathing and _eating,_ she shouldn't be either.

Maybe Tony was overthinking this, after all, she _had_ to be starving by now, but that was what he did. Overthinking was practically his entire personality, and he couldn't save himself from it now. He didn't like any of those options for Penny, at all, but the third was the worst. It was something he'd gone through, after Penny's disappearance. Sure, he'd drunk a lot, but actual food had been a stranger to him during that time.

 _Penny can't eat. Penny can't live. Why should I?_ He remembered thinking, obsessive thoughts swirling around his brain as he wished for his daughter. For his light. Only encouragement and constant surveillance from Rhodey, Pepper, and Happy, had kept him alive during that time. His heart skipped a beat as he realized he hadn't been keeping an eye on Penny, but he managed to relax a fraction of a second later when he remembered that Friday would keep her safe.

It seemed Tony blinked and suddenly he was outside his daughter's door, a bowl of mac n' cheese in one hand and a glass of chocolate milk in the other. Unable to knock with his hands full, he cleared his throat instead, "I've got some lunch for you, Penny. Uh, mac n' cheese. You like mac n' cheese, right? I can get you something else if you want."

There was no response, and he was about to call her name again when the door swung open. Penny looked, for lack of a better, more expressive, word, _exhausted._ Her face was pale and bags had started forming under her eyes again, making her face look gaunt. He had expected for her eyes to be red and puffy with tears, but instead they were glassy, as though she couldn't see him.

"Um, hi, Tony," Penny mumbled.

"Hey, Pigeon," he responded, "I brought you some lunch. Mac n' cheese okay?"

"Uh, yeah yeah, it's perfect. Thank you," she said, taking the bowl and cup from him. Tony wanted to ask if she was okay, but she so obviously wasn't; there was no point in making her lie to him. So, instead he stuck with a smile and the kindest voice he could muster.

"Alright, come and get me if you need anything else. Okay?"

"Okay."

* * *

Penny was hungry, there was no denying that fact. It was the first thing she noticed when she woke up with a pounding headache that was nothing compared to the hunger cramps in her stomach. It felt like there was a monster, crawling and scratching at her insides. It immediately made her whimper in pain and she instinctively grabbed at her stomach, wrapping herself in her arms. She was suddenly reminded of how long it had been since she ate, and just how much nutrition her weird mutant body needed to not feel constantly dying.

"Good morning, Penny," Friday greeted, startling her as she swung her head around to look at the ceiling.

"Ah, morning, Friday," she responded, slowly pushing herself and grimacing as her vision flooded with dark spots and blurs of color.

"Boss has left a smoothie outside your door. Would you like something else for breakfast?"

"Um, no, that's okay, Friday. A smoothie's fine." Penny was about to head to the door, mouth practically watering at the prospect of eating something, when a thought stopped her in her tracks.

_May's never going to eat anything ever again. I'm never going to eat her food again._

Penny halted, and instantly her hunger was washed away, instead replaced by a pit of anxiety and guilt that pooled in her stomach. The thought made her nauseous and sick to her core, and any notion of eating was now too nauseating to even think of. Penny had always known, deep down, that May would leave her eventually. That death would claim her like it did everybody, and that she would be left alone, but she had always refused to acknowledge it. The teen hadn't allowed herself to ever imagine a world without May's bad cooking that had always made the apartment smell slightly burnt, or her huge hugs and stupid jokes that Penny had pretended to hate. Hadn't allowed herself to imagine a world without _May._

She'd been without May for over a week now, and it had hurt, but it'd been different. It had been full of anger and regret and fear, effectively ridding Penny of missing the woman, but now the anger had washed away, leaving only regret and fear.

Her regret was painful, and every breath another memory flashed across her dizzied mind. Penny shouting at her in the interrogation room, the two arguing over something she didn't even remember, every time she'd disobeyed her, whether out of duty or anger, it didn't matter. Not now. She'd tried, of course, to be perfect. The perfect niece, who always cleaned and kept her grades up and never got in any trouble ever, but it hadn't worked. It hadn't worked for Ben, and hadn't worked for May. Maybe she hadn't been perfect enough. Maybe if she was the _perfect_ daughter, she'd get to keep Tony. Maybe she wouldn't lose him too.

_(But that hadn't worked before. Why would it now?)_

Her fear was palpable, her fear of losing everything else. What if she lost Tony again, for real this time? What if Pepper didn't make it? Or Rhodey? She couldn't take another death on her hands, another loss. Her life would slip by her fingers if that happened, she knew then, the thought striking her so fiercely that she knew it had to be true. And Tony and Rhodey were superheroes! Their lives were always on the line, always threatened, always close to death. The realization sucked the breath out of her, and she had to sit down at the head of her bed.

_What if what if what if what if what if what if--_

"Penny, are you okay?" Friday asked.

"I'm--I'm okay. I think I just need some water," she responded shakily. Water was okay. Water wouldn't disturb her stomach, or remind her of how May wasn't around to even _eat_ anymore.

Penny managed to stand up and make her way to her bathroom, turning on the sink and cupping her hands, taking sips until her thirst was quenched. When she finally felt she'd had enough to drink she headed back to her bedroom, collapsing into her rolly chair and rolling it so that it was in front of the TV. She grabbed the remote, feeling numb as she tried to pick out what to watch. It didn't matter anyway. May was dead.

"Your smoothie is still outside your door, Penny," Friday informed her, a hint of worry in her voice.

"That's okay, Friday. I'm not hungry," the girl said, "Any recommendations? For, uh, what to watch?"

Friday showed her a couple of options, and not for the first time, Penny was amazed by the amount of media that Tony had access to. She ended up starting on Avatar: The Last Airbender, remembering what it was like to watch the show when she was little whenever it came on the TV. It was nice, distracting, and it almost made her completely forget about her hunger. Almost.

A few hours later there was a knock at her door, followed by Tony announcing himself. Penny looked away from the TV to stare at the door, taking a moment to remember herself and standing up, the blanket that had been draped around her shoulders falling off. The girl immediately saw stars, and if not for her being able to catch the bed, she would've been back on the floor again. She forced herself to recover and stalked over to the door, opening it to find Tony with a bowl in one hand and a cup in the other.

He looked taken back as he stared at her, and she would've noticed the way his eyes widened in surprise and concern ever so slightly if not for the way that her vision was still dark and blurry.

"Um, hi, Tony," she mumbled, wincing at the way her voice strained.

"Hey, Pigeon," he responded, "I brought you some lunch. Mac n' cheese okay?"

"Uh, yeah yeah, it's perfect. Thank you," she said, taking the bowl and cup from him. The smell of the food simultaneously made her hungry and nauseous. She needed to eat, her stomach yearned for it, but she just...couldn't.

"Alright, come and get me if you need anything else. Okay?"

"Okay," she lied.

Tony gave her another smile and then he was gone. Penny closed the door but kept her ears trained on him, listening as he stepped into the elevator, which took him down to what she thought was his lab, but she couldn't be sure.

The teen placed the food her father had brought her on the desk, staring at it uncertainly. Why should she eat when May couldn't? When Ben couldn't? Why did it even matter? But Tony would be suspicious if he came back and the bowl was full of uneaten noodles, he'd know. Know that he had a daughter who couldn't even eat properly. And if she were perfect, maybe she wouldn't lose him.

Penny picked the bowl back up and took it to the bathroom, dumping it into the toilet and then flushing it down. She decided to keep the chocolate milk--she didn't want to pass out from low blood sugar, so she'd have to have _something--_ after all, she could manage to keep down a drink. The moment she took the first sip she felt instantly better, at least a little. Who ever said that sugar was unhealthy? It was the best thing that she'd ever tasted, even if it was literally just chocolate milk, but still. It was gone before she knew it, the straw slurping and gurgling in less than a minute.

After another few hours Penny began to feel even more dizzy, so she collapsed into her bed, hoping that a nap would make her feel better. Unfortunately, her headache and stomachache were too powerful to really fall asleep, and too hurtful to make her move, or even try to move. Pepper came into her room later, but she didn't look up or greet the woman, just pretended to be asleep as she took Penny's bowl and replaced it with a plate of something that smelled _amazing._

It still went down the toilet, as well as next morning's breakfast and lunch. She took whatever drink was provided with her meals, and drank water from the sink in her bathroom, but other than that she couldn't make herself take anything in. In no time at all she had finished Avatar and moved on to re-watching Starkid musicals.

Every song went in one ear and out the other, her lids heavy and her vision hazy. Nothing made sense, but she had to go to the bathroom. That made sense. She forced herself up with a groan, her legs aching and her head pounding. She'd only made it a couple of steps when the world faded to an inky black around her and she heard more than felt herself _thump!_ to the ground. Somewhere distant in her mind she realized that she'd collapsed, but that she wasn't passed out. She could still hear the erratic thumping of her own heart, the blood rushing in her ear, and feel the unbearable pain in her stomach.

Tony. She needed Tony. Needed him to hold her hand and tell her it was okay, because she was scared. So, so scared. Tears leaked out of her eyes and though her tongue felt like lead, she still managed to choke out a whimpered, "T'ny."

* * *

Penny didn't leave her room later that evening or even the next day, which was concerning to say the least. Pepper had gone in once to collect the girl's empty dishes, and the woman had reported that Penny had been asleep. Tony wasn't sure how much he really believed that Penny had actually been asleep and was rather pretending to be to avoid them. As such, Tony tried to not bother her, only checking up on her when he brought her her meals, each time he was greeted with a small smile and a 'Thank you for the food,' but every time she opened the door she looked more gaunt and tired than before.

Tony didn't know for sure if Penny was really eating or not (her bowls and plates always came back empty, so she had to be, right?), but if she wasn't, that was something they had in common. Pepper was usually busy, and so was Rhodey, who was currently doing some detective work overseas, so nobody was really around to keep track of his health. It wasn't like it mattered anyway. The hunger that gnawed at his stomach was brutally overwhelmed by the guilt that seeped through his body, overtaking everything and settling in his stomach. So, whenever he brought Penny a meal, he never ate anything himself, other than the occasional protein bar and plenty of coffee.

Tony had been doing some wiring for the newest version of the War Machine--excuse him, _Iron Patriot_ suit when Friday said, "Boss, you--"

He tumbled out of the chair he'd been sitting in in surprise, hitting the floor in a dizzy crash as he swore loudly. The tool he'd been holding, as well as the few others that had been sitting on the counter he'd been working at, crashed to the floor as well, most hitting the floor but a few managing to strike him.

"Gah! What the hell, Friday!? You're not supposed to interrupt me when I'm working!" he scolded the AI, picking himself up off the floor, wincing when his joints popped.

"It's an emergency, sir." He looked up at the ceiling at that.

"What? What is it?"

"Miss Stark has collapsed on the floor in her room, I believe from low blood sugar."

 _"Shit--"_ The man ran into a chair, throwing it out of his way in his haste to get to the door of the lab and into the elevator. Collapsed collapsed _collapsed on the floor._

Tony had never been antsier than when he had to wait for the elevator to take him up to his floor, knowing that it was the fastest way up there, even if the waiting was unbearable. The lack of movement was unbearable. He paced around the metal box, each step only making him more anxious. Collapsed. Low blood sugar. Had she been eating? He'd thought she'd been eating!

The doors opened after an eternity, and he was out before the doors had even finished opening, tearing through the room and then the hall to Penny's room, ripping it open to find a sight that would haunt his dreams for years.

She looked dead.

Penny was laying, face down on the floor, her legs splayed out and her arms hugging her stomach. She didn't move, didn't flinch or twitch or give any indication that she had heard him come in, or that she was alive. She was deathly silent, and he couldn't tell if she was breathing. Fuck. Was she breathing? Low blood sugar could be terrifyingly bad and dangerous.

"Penny," he breathed, rushing out of the doorway and over to his daughter, kneeling next to her and turning her over so that he could see her face. She was so, so pale, with tears stained on her cheeks, and only the way her face squished together at the bright overhead light let him know that she was alive. He tapped her cheek, trying to get her attention, "Penny, Penny, hey, you need to wake up now, okay? You can nap later, Shortcake, but now's not a good time."

"T'ny?" she said groggily, blinking awake, and he did his best to smile at her, to look assuring.

"That's right. It's Tony, honey." She tried to sit up, but he shushed her, collecting her in his arms more, "No, don't move, kid. You're going to give yourself a headache."

"Alrea'y have a hea'ache," she mumbled, pressing her cheek into his chest, "I'm sorry."

"What was the rule, Panda Bear?"

Her brows scrunched together as she thought about it, her face screwed up in concentration, "Um...no--no apologizing?"

"Exactly."

"Bu' there's no boat."

He snorted at that, but it was humorless, "Easy. We'll go to my yacht and I'll launch myself off."

"Yeet," she whispered. _That_ concerned him. What the fuck was a yeet?

"Okayyy, and now it's time for the Medbay," he said, a bit of sarcasm in his voice as he scooped her up in his arms. His back would be mad at him in the morning, but he'd just have to deal with it. He didn't care anyway. Penny however, spurred at his words.

"Wha'--no, I'm fine. I'm goo,' T'ny, really," she protested, squirming a little in his hold.

"Yeah, the fact that you're slurring your words is very reassuring," he drawled, "You passed out. We're going to the Medbay and then you're going to explain _why_ you passed out."

She was silent at that, purposefully staring down at his chest so that she could avoid his eyes. That was okay. She could be nervous, she could be guarded. They weren't close after all. But she would be explaining it later, and honestly, this sealed things. He'd been talking with Pepper about setting up therapy for her with Tara Patel, who Tony's own therapist had recommended, since the woman specialized in teens.

Penny clung to him as he stepped back into the elevator, which took him up to the Medbay. There were a few nurses and medical examiners always kept on staff that had signed so many NDAs it wasn't even funny. He had Friday alert them that they were on the way up, and he was pleased to see a woman waiting for them when the doors slid open.

"Good evening, Mr. Stark," the woman greeted. Frankly, Tony didn't remember her name, so he just nodded at her and placed the still protesting Penny on the nearest cot.

"She passed out for probably about a minute. Low blood sugar, I think," he informed her. She nodded and went to go grab a few tools.

"When was the last time you ate, Miss Stark?" she asked. He turned to look at the girl, his gaze piercing. She shrunk under it, clearly debating whether or not to answer, which was never a good sign.

"Kid, either you tell us now or we ask Friday," he threatened.

"Um...last time I ate was...lunch."

"Lunch _when,_ Penelope."

The use of her full name seemed to do it, but she still looked away when she answered in a mumbled whisper, "Two days ago."

Two days--dammit. _Shit! Two. Days._

Tony wanted to scream, wanted to yell--though he didn't know at who--he wanted...he wanted for Penny to be safe. And healthy. Safe and healthy. Was that really too much to ask? For her to be _okay?_ And this was his fault, he knew. He hadn't been checking up on her enough, had foolishly assumed that leaving her alone after the death of a loved one was a good idea. Which was stupid. _He_ was stupid. Stupid enough to think that she was doing okay while her world fell apart around her.

He put his hand up to his brow and pinched the bridge of his nose, doing everything he could to keep in a sigh, but still unable to stop it from slipping out. Penny still didn't look at her, and Tony could tell that the nurse was fighting to keep her face neutral as she approached the two of them.

"I'm going to have to take a blood test, Miss Stark. I might have to hook you up to an IV if it's low enough, and we'll do a routine checkup to make sure nothing else is wrong, okay?" the woman asked Penny, who nodded in confirmation. She then turned to Tony, "Mr. Stark, could you go get her something to eat. Something simple and high in sugars, a soda too, please."

"Yeah, yeah. Soda," he repeated, giving Penny one last reluctant glance, which she ignored, as he stepped out the room and into the hallway.

* * *

The door swung closed, but she still didn't look up at where he'd disappeared. The nurse, who introduced herself as Nora, pricked her finger and then tutted. Whatever her blood sugar was, it obviously wasn't great. But she didn't care, could barely get herself to care as a stethoscope was placed to her chest and then her back, the nurse running through her promised checkup. All she could care about was Tony.

He'd looked so frightened, and so _upset._ Angry wasn't the right word, not really, but he was mad, she could tell, and she had caused it. The stressed sigh, the scared eyes, his heartbeat picking up, and his rough voice demanding to know when she'd last eaten. It had taken Penny a moment to shuffle through the right memories to find when she'd actually last eaten, and she hadn't realized just how long it had been. She hadn't meant for it to get this bad, hadn't meant to end up in the Avenger's medical wing. She just...hadn't been hungry. Still wasn't.

Tony returned a few minutes later, holding probably ten protein bars, a Sprite, an apple, and a chocolate milkshake. His left arm was shaking as he put the stuff down on the table beside her bed, swearing as the bars slipped from his arms and onto the ground. She still didn't look at him, couldn't face him. How could she? _She_ had caused this. It was her fault, all her fault.

"Press that button if you need anything, Miss Stark. I'm just a few doors down. And I'd start with the soda, Mr. Stark," Nora said, flashing the two of them a hesitant smile as she walked out the door, leaving her and Tony alone. Said man grabbed the soda and opened it with a _pop!_ before handing it to her, but she didn't take it. Just stared at her lap, refusing to let tears fall from her eyes. She'd cried enough. She'd caused enough problems.

He wiggled the soda in front of her a little from where he sat in his chair, "Take it, Penny."

She didn't take it.

 _"Penny."_ She finally looked up at him. His tone was so pleading it hurt, and his expression was one to match. He looked absolutely torn, his eyes wide and imploring, his mouth a stern line and his brows pressed together, creating too many stress lines to count, _"Please,_ just drink the soda. Friday says you've been drinking, so it's good, right? Just a drink?"

"Okay," Penny reluctantly took the soda from him, sipping at it slowly.

It tasted like heaven itself, like the sugar was already making its way through her bloodstream and color was already returning to her cheeks. Tony gave her the faintest of smiles before looking away and rubbing at his neck. He, thankfully, let her finish her Sprite before speaking again.

"How are you feeling?" he started.

She shrugged, "Fine."

He hummed, "I don't believe you, but we'll circle back around to that. Why haven't you been eating?"

"I wasn't hungry."

"Bullshit, Penny. You haven't eat for _two days,_ I know what that feels like. You had to be hungry."

She stayed silent. She had been hungry, kinda, but any thought of food had just been so drowned out by grief and guilt that it hadn't really mattered if her stomach hurt or not. If it was screaming for something that she refused to provide.

Tony sighed after a few minutes when she still didn't answer him, grabbing the apple and pressing it into her hands.

"Okay, we'll talk about it later. After you've eaten." Penny just held the fruit in her hands, every once in a while breaking from staring at it to glance at Tony, "What, kid? Do you not like apples?"

"Have you eaten?"

He blinked at her, "Of course I've eaten. I'm not the one who collapsed."

"You didn't."

"You're right, I didn't collapse."

"No. You lied. You didn't eat."

He blinked again, but she knew she was right. His heart had sped up when he'd answered her, and he didn't smell like he'd eaten anything. No traces of a meal or even a snack, which was rude. He hadn't been eating either! Why did it matter that she wasn't? It wasn't like he knew about her enhanced metabolism.

"Fine, you caught me," he admitted, and then he grabbed a protein bar from the pile, "If I eat this will _you_ eat the damn apple?"

She eyed the protein bar and then the apple. If Tony was eating, then he was healthy. If Tony was healthy, then he was safe. If he was safe, then he was here with her.

"Fine," she responded, taking a bite of the apple the moment she saw Tony bite into his bar. When she finished her apple he passed her the milkshake, grabbing another protein bar to show her that he was still eating. It was _amazing._ She was reluctant to admit it, but she felt better than she had in days. Tony seemed to notice her change in demeanor, smiling at her and scooting his chair closer.

She missed him, she realized then. She'd missed him when she'd locked herself in her room. She'd missed him when she'd debated going to talk with him, to work with him in the lab. She'd missed him when she'd skipped meals. She'd missed him every time she closed her door on his face.

When she thought about what she'd done later, she'd be embarrassed.

Too tired and out of it from her lack of eating, she couldn't stop herself from reaching out for him, her arm outstretched in a clear invitation to hold her hand. He looked at her in surprise, but still took it gently, rubbing his calloused thumb over her skin in a soothing manner. She let out a stressed sigh, taking the hand and placing it close to her face, practically cuddling it.

Tony responded by chuckling a little and taking the hand that wasn't pressed to her face and running it through her hair, pulling at tangles and scratching her scalp.

She pressed her face into his hand, happy with the way he murmured comforting words to her, and the way his other hand waded through her mess of hair, making her feel calm. She felt warm for the first time in days. She felt safe for the first time in days. She didn't feel alone for the first time in days.

"I'm sorry, kiddo," Tony said softly, his hand still ruffling her curls, "I love you so much, Pigeon."

She felt loved for the first time in days.

**Notes for the Chapter:**

> Awww...a happy ending. Kind of? Tell me what you think! I always enjoy comments and kudos! <3<3<3


	26. What's Important

**Notes for the Chapter:**

> Out of curiosity, what is everyone's opinion on the word 'supper?' Remembered when writing this the regional differences of words, so just curious. Lol, random, sorry.

Penny left the Medbay the next morning, with the orders for Tony to keep a close eye on her and monitor her food intake, and for her to do nothing too strenuous for a few days. He took the order maybe a _little_ too seriously, but the image of Penny laying on the floor, pale and stiff, wasn't something that he'd ever be forgetting. So obviously the first thing he did when they got to his floor was sit her down at the dinner table, while she protested that she could move fine herself, and then go make her something to eat.

Apparently, telling Penny that he'd eat if she ate something had been something of a mistake, because as he placed the bowl of the cereal in front of her he was met with wide eyes. She looked worried, as if _he_ were the one who had passed out, and he almost winced at the prospect of her finding him unconscious. Which, given his track record, wouldn't be that unusual.

"What? No cereal? Do you not like milk in cereal?" he asked, confused. She hesitated before answering.

"Where...where's your bowl?"

He blinked, "I'm alright, Penny. I'm not hungry."

"Oh," she said, clearly considering his words, "Did you eat already?"

He considered saying yes, it would be pretty easy, and it wasn't like the lie would hurt anyone, but something made him pause. She'd known he was lying about eating last night, so sure and so clear about it, which was confusing to say the least. Impressive, but confusing. Tony was a pretty good liar and very few were able to catch him in the act, which made this hard. He didn't want to lie to Penny, didn't want to betray her carefully placed trust or the fact that he was supposed to be her role model. He was already pretty bad at that part, he didn't need to fuck it up more.

"No, I didn't," he finally said, and then Penny pushed her bowl away from her, making him look at her in surprise.

"I'm not hungry either."

" _Hey--_ that's _not_ how this works!" he scolded, pushing the bowl back over to her, and she gave him such a defensive pure _teenager_ look he felt like he had been transported back in time to when his sass had been that bad.

_"You're_ not eating."

_"I_ didn't pass out."

"You probably will if you don't eat."

"Y'know, I'm pretty sure I was the parent, last time I checked anyway," he snarked, but Penny didn't budge, her glare as strong as ever. So, swearing under his breath, he trudged back into the kitchen, poured himself a bowl of cereal, and then took it to the dinner table, sitting down across from his daughter, who gave him a sly smile, "Happy?"

"Sure," she said, taking a bite. He stuck his tongue out at her, which she returned, before starting on his own breakfast. They finished their food in no time, moving from the table to the couch after leaving their dishes in the sink. He noticed how Penny seemed to sink into the cushions, her body betraying her and letting him see just how drained she was. He didn't doubt that even after sleeping she was still exhausted to the bone. Hunger could do that to you.

He still hadn't gotten the _why._ Why had she not eaten? Why had she not told anyone? Why did she still refuse to eat unless he ate too?

The answer to the last one still escaped him, but the first two were obvious; May Parker. Penny was grieving, she was sad and lonely and depressed. Everyone dealt with grief differently, not that he liked the particular way Penny had been coping recently. Which brought him to his next point. He waited until they were settled in with a movie, and after he'd assured the girl about ten times that he didn't have anywhere else to be, to bring it up.

They were halfway into _The NeverEnding Story_ when he finally spoke up, clearing his throat to get her attention. She looked away from the TV to stare at him instead, face still pale and tired.

"So, uh, Pepper and I have been talking, and we've thought about the idea of therapy for you," he started, expecting a reaction, but he barely got one. Her eyes widened ever so slightly, but overall her expression was neutral, and he didn't know why, but it unnerved him. It just didn't feel like _Penny,_ "You don't have to go if you don't want to--it's totally up to you, honey--but I can promise that therapy really does help."

That caught her interest, "You...you go to therapy?"

"Yep," he responded, popping the 'p,' "For nightmares and crazy missions, but this isn't about me. Anyway, I know it's a lot to think about, and you don't have to decide right now, but you've been through a lot and we just think it would help."

She just blinked before looking down at her lap for a moment and then back up at him, her face so trusting and open that it physically hurt, "Do you think it's a good idea?"

"Yeah, I do. We've already got a therapist picked out, actually recommended by _my_ therapist."

"Okay."

"Okay?"

"Yeah. If you and Pepper think I should go..." she trailed off, shrugging. And that was that, he supposed. They finished the movie, and a few more, the conversation ended. He'd expected more resistance at the proposition, or at least Penny taking more time to think it over, and he wasn't quite sure what to make of it.

Did she know how much help she needed? Did she not care that she was going at all? Did she trust him _that much_ that as long as he presented the idea, she'd be okay with it? That was honestly the most frightening thought. No one had ever such blind faith, unending trust, in him like Penny did. She obviously didn't trust him as much now as she did when she was four, or if she'd grown up with him, but still, it'd barely been two weeks and she still was just...so trusting. It almost bothered him.

'Almost' being the keyword as he looked over at the girl resting her head against his arm like he was her own personal pillow, which honestly could be his new job. He'd even write it in his resume.

Tony spent the rest of the day by Penny, switching from watching movies to starting on a new show together, and making sure she ate, which was always accompanied by the promise that he would eat too. It was a little concerning. Would she only eat if she saw him eat? How long would that last? He had to go on trips all the time, and what about when she went back to school?

He had a million more questions racing through his mind--Why did she have nightmares? What were they about? What happened around her tenth birthday? Where was she during her nerd competition thing and why?--but he didn't ask them. Not yet.

Looking at his daughter, it was clear to see she was much too tired, and much too out of it, to answer any of the difficult questions he wished he could throw her way. Maybe her therapist would be able to get some answers, but Tony just wasn't the right person for the job. At least, not at the moment.

By the end of the day color had finally returned to Penny's cheeks and a brightness to her eyes. He still wanted to press another granola bar into her hands, but she looked a lot better. Being fed, however, didn't stop her from being tired. He watched her out of the corner of his eye every time she yawned, exhaustion lines clear on her face, until she finally fell asleep, snoring gently into his shoulder.

* * *

The buildings on the street inched by outside her window as they made their way through the heavy traffic, Happy honking the horn every few minutes in frustration. Tony sat in the back with her, alternating from making conversation with her and then being on a phone call with either some important government official and someone that had something to do with Stark Industries. They were on the way to meet a woman named Tara Patel, who Tony had said was one of the highest rated therapists and grief counselors in the United States.

In all honesty, Penny didn't really want to talk to her, didn't really care either way. But Tony had seemed so sure about it, and even though he told her that she didn't _have_ to go, she could tell that he really wanted her to. So that's what she was doing she guessed. Trying it out.

Happy finally pulled up outside the building after another ten minutes in the car, and Tony hung up on whoever he was on the phone with. He pulled on a baseball cap, which she'd noticed was his primary 'disguise.' He said he hadn't been recognized in it before though, so she guessed it worked.

"Alright, you ready, Pen?"

"Uh, yeah, I guess," she responded, opening the car door and stepping out, "Thanks, Happy."

The man waved her off and then she and Tony were walking into the building. It was clean and pristine, but it also had a homey feel, like it had been made to be more comfortable than nice looking. There were couches and TVs in the main lobby, though most were playing the news, except for what she assumed was a kid's corner that was playing a cartoon. She wondered if they would be waiting awhile when Tony walked up to the receptionist's desk, ringing the service bell to get the woman's attention.

She looked up sharply at the sound of the bell, pausing when she saw Tony, but looking as though she'd been expecting him, "You're late, Mr. Stark."

"By five minutes. Besides, there was traffic," he responded lightly. The woman 'hmphed' a little, but typed something into her computer.

"Room F16," she said without looking up and pointing in the direction they were meant to go. Tony nodded and headed off without another word, leaving Penny to trail behind him.

"Thanks," she said as she passed the woman, who gave her a smile, and she hurried after Tony. It took them a few minutes to find the room, getting off the elevator on the wrong floor at one point, searching the whole floor, and then stepping back on after realizing they needed to go a level up. Once they finally got off on the right floor, it was pretty easy to find the room they were looking for.

A woman with dark skin and hair pulled back in a loose ponytail answered the door at Tony's knock. She had kind black eyes and a warm smile that instantly put Penny at ease, putting down a little of the anxiety she'd been feeling.

"You know you're late, Mr. Stark," the woman said, but Tony waved her off with a smile.

"We got a little lost. My bad, we'll be on time next time."

"You better be," she said, and then she turned to Penny, extending a hand that she immediately shook, "It's nice to meet you, Penny. I'm Tara Patel. How about you come inside?"

"Um, okay. It's nice to meet you too, Dr. Patel."

"Please, call me Tara," Tara said, leading Penny inside. She noticed that Tony didn't move, and stopped to look at him in confusion. Tara stopped as well and smiled, "Your dad can come with us, if it'd make you more comfortable, but generally people want more one on one time."

"I'm fine with whatever, Penny," Tony told her.

"Uh, I'll just, go by myself I guess," she said, her voice a little mumbled. Tony nodded at her words and closed the door. As Penny sat down on the couch Tara pointed her to she wondered where he was going, like if there was a resting/lounge area on this floor or if he was going back to the ground level to wait for her. She hoped he didn't have to wait long, she didn't want to make him have to stay and wait for her while she was here.

"Alright, Penny," Tara started, lifting a piece of paper on her clipboard before looking up and smiling at her reassuringly, "We'll just start off simple, get to know each other a bit. Okay?"

She nodded.

"Well, my name's Tara, I'm thirty-three, I immigrated here from Bangladesh when I was five and I've lived in New York ever since. I really like romance movies and me and my best friend, Isabella, love to roller skate on the weekends. What about you?"

"Um, I'm Penny--but, uh, you already knew that--and I've lived in New York since I was six. I really like sci-fi, and me and my best friend Ned like to build Legos and play video games together. I have another friend, Michelle, but we usually just meet at school, and uh, we used to do sleepovers sometimes," she stuttered. The conversation remained like that for probably twenty minutes with questions about her favorite subject, hobbies, what did she want to do after school--just the general 'adult making conversation with teenager' stuff.

The teen found herself slowly relaxing by the minute, and she wondered if Tara realized that too, because the woman readjusted the clipboard in her lap, her face and tone turning a little more serious as she asked, "Tony tells me you haven't been eating. Can you tell me why?"

She shrugged, "I just wasn't hungry."

"You didn't eat for two days, you must've been at least a little hungry, even if you didn't want to eat."

"I mean, I guess... I was _kinda_ hungry, but just--I didn't want to eat. It felt gross."

The woman hummed, "What made it feel gross?"

She shrugged again, "I don't know. It just--I felt nauseous."

"And when did that start?"

She furrowed her brows, trying to reconfigure the night without telling the woman in front of her about her 'nightly activities,' "Um...it was--it started when Tony said...said that May had died."

She said the last part in a rush of words, refusing to cry and pushing down any grief that had managed to force itself up. She'd already cried over this, she'd already spent two days laying down and not eating anything about this. She didn't need another freak out for Tony to have to handle.

"Do you think that your lack of eating has to do with her death?" Tara asked, and Penny felt like it was kinda a stupid question. She'd been eating fine before the woman died, and now that her 'aunt' was dead, she hadn't been. It wasn't that hard to see the correlation.

"Yeah, I guess," was all she said, her voice low and mumbled. Tara seemed to think it was important though.

"What about her death made you not want to eat?"

"I don't know, I was just nauseous," she practically snapped.

"Okay. What about now? Have you been eating?" Tara said in a placating tone, moving on from why she hadn't been eating, which she was glad of.

"Yeah, Tony always makes sure I'm eating regularly now."

"Are you no longer nauseous?"

Penny had to think about it for a moment, because, if she was being honest, she still didn't want to eat. But if she ate, Tony ate, and he always seemed to relax when she ate whatever he handed her, his eyes barely concealed grief, "No."

"Hm," the woman hummed, "Why do you eat then?"

"Tony," Penny answered simply, "I think I kinda...freaked him out when I collapsed or whatever, and he'll eat as long as I eat, so."

"He eats as long as you eat?" she echoed.

"Well, I guess kinda the other way around. Or both, a two way street," she shrugged.

"Why is that?"

"He uh, hadn't really been eating either, so I told him I'd eat if he ate something too."

"Is that important to you?" Tara asked, and Penny cocked her head.

"What? Him eating?" she clarified, confused. Tara nodded, "I mean, yeah. If he doesn't eat then he's not healthy, so."

The therapist smiled at her and then checked her clipboard, "Okay, just a few more things and then you'll be free to go."

They finished up within the next fifteen minutes, and only then did Penny realize that she'd been in that room for an hour. She wondered where Tony was, if he'd left to go do something else while he waited on her, but then Ms. Tara opened the door for her and Tony was still there. Not just standing outside it obviously, but in the line of chairs across from the hall, sitting and scrolling on his phone. He looked up at the sound of the door opening, giving Penny a smile as he stood up, not so subtly stretching his back, and she heard a few joints pop.

"Hey, kiddo. Wasn't too bad, right?"

She shook her head softly, "No, it was nice I guess."

"Good to hear," he encouraged, giving her shoulder a squeeze. He then looked over at Ms. Tara, who was writing a few things on her clipboard, and then called Tony over, clearly inviting him into her office. Why? Had she done something wrong? She hadn't told the woman anything about her enhancements, right? Nothing of concern.

Tony, probably noticing her worried look, took out his wallet and handed her a few bills, "Why don't you grab something from the vending machine down the hall? Get me something too, okay?"

"Um, okay," she mumbled, turning away as her father walked into the room she'd just been in, anxiety bubbling in her chest.

* * *

Tony sat down in the seat Penny had been sitting in minutes earlier, Tara taking up her chair across from him. She looked professional and calm, but concern still dripped from her features as she looked over her notes. He waited a few minutes before speaking.

"Doc, you're giving me the willies, is something wrong?" _Other than everything else._

"A few things," she responded, "But I wanted to start with her eating patterns, which I just witnessed by the way."

"She didn't eat anything?"

"Does she really only ever eat if you eat too? No snacks or dessert or anything?" That caught him a little off guard. Now that he thought of it, he guessed Penny didn't eat _anything_ unless he ate too. But that was what you did at meals, right? You ate together, at the same time, but what about afterwards? She _didn't_ eat snacks. It had only been a couple days since he'd found her collapsed in her room, but he didn't think he'd seen her eat anything unless she made sure he was eating first.

"I...no, I don't think so. I basically had to bribe her into eating right after she collapsed from low blood sugar."

"And how did you do that?"

"I told her I'd eat something too. I'd eaten in the past couple of days, but not a lot, which I guess she realized. What? Is she worried about _me_ passing out?"

"No, she's worried about you dying," Tara told him bluntly, with a heavy gaze. Tony blinked, not having expected the turn in the conversation, "She's already lost a lot, and you can't generally tell too much from the first visit, but it's clear to me she is _terrified_ of you leaving her."

"I wouldn't do that!" he protested. Not on purpose, but if it came down to protecting her and the rest of the world, well...he didn't want to think about it. The look the therapist gave him very clearly reminded him about the safety aspects of his job.

"Clearly you wouldn't _mean_ to leave her, Mr. Stark, but that doesn't mean you probably won't have to at some point, and she's a smart girl. She knows the risks of being an Avenger, of having her dad be an Avenger, I think all of this has manifested into taking care of you as best she can."

"Taking care of me?" he repeated.

"It's a common trait in girls, especially after trauma and loss, to take care of loved ones instead of themselves. She's rationalized in her brain that if she eats, you eat, and therefore you're healthy and safe and she won't be left alone."

That...he didn't like that. He didn't like Penny being scared. He didn't like her attaching her own health to his. He didn't like that he'd allowed her to do that in the first place, practically offered it to her when he'd said he'd eat that bar as long as she ate her apple.

"I don't really like to talk much with parents about what me and my patient talked about," Tara started, "but you've got to stop this before it can really start. It'll create dependency issues and possibly separation anxiety."

"Okay, okay. Get her to eat without me, I can do that."

"Another thing. You don't have to commit to it now, but I'd consider getting her a pet."

"A pet?"

"Yes, preferably a dog or a cat, something easy to connect with. They're good for anxiety and it'd help if she had something around if she felt too nervous to talk to you or Ms. Potts."

A dog or a cat. Shouldn't be too hard to manage.

"One more thing," he asked, and she looked at him expectantly, "What do you think about her going back to school?"

"Would it be safe?"

"As safe as it could be for her," he answered, and that was the truth. The school had been given more security, better funding, and an emergency button to contact him--as well as the Avengers--no matter where in the world he was or what he was doing.

"Then I would put her back in as soon as possible," Tara answered quickly, "It's going to be difficult no matter what, but alienating her from her peers more than she is would be very bad. Think about it. How much did fifteen year-old you wish you had gone through highschool and made friends instead of going straight to college?"

"A lot."

* * *

Penny didn't know where they were going. She wasn't too familiar with the streets of Manhattan, but she was pretty sure that the fact that the tower was behind her meant that they weren't going home. It wasn't that they were getting lunch--she and Tony had just eaten at a cheap, hole-in-the-wall restaurant barely twenty minutes ago after her first therapy session had ended. It was while they were eating that she noticed the worried look in Tony's eye, and the way he glanced at her and then at her food every few minutes. What had Tara told him?

The teen glanced at said man now, who was doing something on his phone. Not that she knew what, but he looked strangely concentrated. She considered asking where they were going again, but when she'd asked the first time, he'd simply responded with, "It's a surprise." Even a searching look given to Happy had yielded nothing. She slumped into her seat, barely holding back an impatient sigh, but Tony noticed anyway, glancing up with an amused smile.

"We're almost there, Panda," he consoled, putting his phone down as he looked out her window. Happy made a turn and then the car began to slow down, eventually coming to a stop, "Scratch that, we're here."

"But _where_ is 'here?'" she asked, but Tony ignored her as he got out of the car, and she was getting nervous now. Where were they? What were they doing? Why hadn't they gone back to the tower? Had she said something wrong to Ms. Tara? What--

Suddenly her door was opened for her, and she looked up to see Happy staring down at her, his usual grumpy expression plastered onto his face, "Come on, kid, we don't have all day."

Quickly, she unbuckled from her seat and hopped out of the car, standing by Tony as she looked at the store they were standing in front of. Except it wasn't a store, not really...it was an animal shelter. The letters on the building, complete with a dog and cat incorporated into the logo, told her as much.

What were they doing here? Were they going to a different building? Maybe it was an Avenger meeting place, like, the store was a front? She didn't even notice Happy or Tony had started moving until her father called her name, making her jump and run after him, catching up with him just as he walked through the door, the bell chiming pleasantly.

The room was barren of both people and animals save for the receptionist behind the desk and one lone macaw who was sitting on a rather large perch near the desk. There were plenty of chairs though, the area obviously meant to be a waiting room, making her wonder where everyone was. The person behind the desk looked up as they stepped through the door, a nervous smile alighting on their face as they took in the occupants now in the room. Their hair was a bright blue, matching the parrot's wings so perfectly she wondered if they'd done it on purpose.

"Um, Mr. Stark," the person said, standing up to shake Tony's hand, and it struck Penny all over again just _who_ her dad was, "It's uh, nice to meet you. I was surprised to get your call."

"Yeah, my bad for the short notice."

"Oh, uh no problem at all, really," they assured, "I can show you around back to the animals, if you're ready?"

"That'd be great," Tony responded, nodding to Happy, who sat down in a chair near the entrance. Animals? What?

She followed after Tony almost listlessly, too confused to ask any questions as the employee opened the door and led them inside. Her ears were immediately assaulted by loud barking and persistent meows, which made sense considering all the dogs and cats she could see. They were all inside cages, but it was a pretty nice animal shelter, with toys and beds for every animal. But she was just so... _confused._

"Cat or dog, Pen?" Tony asked, and her brain short circuited.

"I--what?"

"Do you want a cat or a dog?" he repeated, "You could get something different if you wanted, like a bird, or a lizard...or a fish? I don't think fish are good pets."

She still didn't understand, "Wh--why? Why am I getting a pet?"

"Do you not want a pet?"

"No--yes--I don't know! I just--I don't understand."

Tony rubbed at the back of his neck, and she noticed that the employee had relocated to the other side of the room, making her grateful for the space, "Just...I'm not always around, and Pepper's not always around, and I don't want you to have to be alone in that tower. Or even the compound. Tara thinks it'd be a good idea, that having a pet could just make home feel more...homey."

"Oh." She guessed that made sense, and it wasn't like she was opposed to having a pet, but did Tony want a pet? Or Pepper? She doubted it, or else they would've had one already. They certainly have the space, and the money, to take care of one. She didn't want to inconvenience them, or annoy them with a cat that shed everywhere. She'd already caused so much stress and--

"I can see those wheels of yours turning, Pigeon," Tony said softly, placing a tender hand on her shoulder. She looked away from where she'd been burning a whole in the wall across from her to stare at him instead, "Whatever you're thinking is way too much. Way too much overthinking and stressing and worrying. I _offered_ for you to have a pet. I don't mind having an animal with us, Pepper doesn't mind, as long as it makes you happy. If you don't want one, we can go back, do something in the lab if you'd like."

"I, um...I'd like a cat, I guess."

Tony smiled, "Perfect. You wanna go check them out?"

She nodded, nervously allowing herself to take a step forward and look around at the animals surrounding her, going into the room over, led by the employee she had yet to catch the name of, to look at the cats. There were a lot of them, all different colors and breeds and held in their different cages, and she wished she could take them all with her, offer them all a home, but she knew that was unreasonable, even for a billionaire. She walked along the edges until a flash of stark white fur caught her attention.

She looked in the cage that had caught her attention, surprised to find three cats. Well, one cat and two kittens. The bigger one, the mother she assumed, had long, white, fur. She looked old, with a few bald and thinning patches, as well as missing one of her bright blue eyes. The kittens were an orange tabby and black with white patches respectively. They looked about a month old, but she knew about as much about kittens as she did babies.

Penny knelt down in front of the cage, poking at the small paw of the orange kitten through the bars and smiling a little as it chewed at her finger. Tony sat beside her criss-cross-applesauce style, evidently giving up on kneeling, and she worried a little. He'd said _a_ pet. One. Not three cats. She was about to move to look at some different animals when the man began letting the other kitten chew on his own finger, laughing a little.

"They're _kinda_ cute. I guess," he said begrudgingly, but he was smiling.

"They've been here a couple of weeks," the employee started, "We got them off the streets a little late. There was a third kitten, but she died, so we're trying to keep them all together. Duchess is grieving enough already."

Duchess blinked at her slowly in that dignified cat way as if in confirmation, as if daring her to take her kittens away, and Penny got the feeling. She wouldn't want to have to be taken away from Tony either. She moved her hand slowly to allow the cat to sniff at it, pleased when Duchess began licking at it, her tongue rough like sandpaper.

"I guess we're taking home three then," Tony remarked, and she looked at him in surprise.

"Really? You don't mind?"

"We have the room, and I think you already made your decision on them."

She grabbed him in a hug, "Thank you, Tony."

"No need to thank me, Shortcake."

Tony then left to sort out the paperwork for the cats while she continued to sit with them. It was a few minutes before they came back, the employee holding two cardboard boxes that they set up before opening the door to the cats. Duchess went in the first one so calmly Penny wasn't convinced she was actually a cat. Seriously, no clawing or anything. Just sat in the box and waited patiently as her kittens were placed in the box next to her.

In no time at all she and Tony were heading out the shelter, her holding Duchess's box and Tony holding the kittens, and she was so confused by how the day had gone, but honestly, she wasn't complaining. As she buckled up in the car, Tony sitting beside her, she noticed the kittens scratching and mewling at their box, and she hesitantly opened it up.

Immediately the orange one jumped at her, and only thanks to her spidey sense was she able to catch it before it managed to fall on the floor. The black one crawled its way out of the box and onto Tony's lap more calmly, though it still mewed loudly, scratching at his shirt. Tony picked it up, the kitten fitting in the palm of his hand, and allowed for it to begin gnawing on his finger.

"So, what are we thinking for names?" he asked.

"Oh, uh, I like Duchess's, it's good for her, but the Disney character has three kittens, not two, so we can't follow that naming route, or else it's just sad." He hummed, "They're both boys, right?"

"Yep."

"Okay, so...Batman and Robin?"

"Batman and Robin?"

"Yeah! So they get to be superheroes too!"

Tony seemed to melt when he looked at her, his face so full of love she couldn't help but smile back, "Okay. So the black one's Batman and the orange is Robin?"

"Yep."

"Sounds great to me."

**Notes for the Chapter:**

> Oh look at that, a happy ending for once. Aren't you surprised!? :-D


	27. Why Should I Grieve?

**Notes for the Chapter:**

> hope you like it, and thank y'all for reading, looking over comments makes me so happy and feel better when I have a bad day, so I just want to thank you all for reading my story!! <3<3<#

Tony had to be honest; the cats were great. He hadn't really thought he'd like them that much, he had never really been one for pets, but they were cute and they followed Penny around like ducklings. Even Duchess, who alternated from sleeping in his room and Penny's room every night. And he could tell even after having them for a few days, Penny was definitely feeling better.

Pepper had been a bit mad at first when he'd returned home with not just their daughter, but a half-blind cat and two kittens, his and Happy's arms laden with litter and toys and cat food and beds. But she'd fallen in love with Batman (rude) and had accepted his reasoning when he'd told her it had been Tara's suggestion. Besides, he'd seen how Penny had gotten attached so quickly, how her face had gone dark when the employee had told them about how they were trying to keep the family together. He got the feeling.

Duchess had taken a bit to get acclimated with her settings, but the kittens had had no problem, clawing onto anybody's leg that they could reach, which Rhodey had painfully found out one day when he'd come upstairs with a report.

The elevator had opened, making him and Penny look up. Tony had been at the table doing some paperwork, with Duchess sitting on the table, while Penny had been on the ground by the couch, playing with Batman and Robin with her long forgotten homework sitting on the coffee table. He'd given his friend a halfhearted wave, watching as Penny got up to greet him with a bright smile, the kittens following at her heels.

"Can't believe you actually got cats," Rhodey had said, pulling Robin off of his leg with a grimace and placing the kitten on his shoulder. He'd headed over to Tony while Penny went back to her 'homework.'

"What, you want a couple? There's plenty to go around," he'd snarked back, and Rhodey had placed a thin folder in front of him.

"We've got a bit more pushing from Ross, but the rest of the UN doesn't seem too pressed about Spider-Woman, mostly just the weapons ring. There's also a mission in China coming up in a couple of weeks, you might have to go to it."

Tony had hummed, painfully aware of Penny listening barely fifteen feet away as he'd looked over a few of the papers and the multiple orders from different countries, "I'll see if I can get out of it, but it doesn't look too bad. Also, you guys wanted Spider-Woman's location, right?"

"No, we're good. She showed up in Queens a few days ago, did her usual patrol and stuff. We just wanted to make sure she wasn't dead or kidnapped, so," Rhodey had answered, but Tony had been able to see his friend's heart wasn't in the conversation like he usually was with missions. He'd kept glancing over at Penny. Tony had wanted to communicate that she was fine, or that she was at least better than she'd been a few days ago, but he didn't think it was great to talk about with her in the room.

"Good to hear, because the sooner we get that weapons ring the sooner Ross will be off my ass," he'd said, using his eyes to try and convey they could talk about Penny later.

"You know it won't end there until we've got Phoenix too."

"Yeah, but I'll enjoy that more, plus there's the added bonus of not having to keep an eye out for Spider-Woman during that mission."

"I don't know, she could actually be an Avenger one day. Natasha even tells me she's taken in interest in taking on a 'student.'"

"Well, they're both spiders, so tell them they can make their own web and live there instead. They can catch flies together and stuff."

He'd been unaware of Penny staring at the two of them with eyes as wide as saucers.

* * *

It had been a few days since her first therapy session, and since three new members had been added to her family, and Ned and MJ were _finally_ coming over again. Tony had asked her last night if she'd wanted to have her friends over soon, and she'd asked for them to immediately come over the next day. She'd waited on her floor as Happy once again escorted them up, wrapping them in a big hug and then the three of them immediately heading to her room where they were currently doing a project for English. Their English teacher really just did _not_ want to give them a break. Asshole.

"What did Mercutio say on page ten about that weird dream lady?" Penny asked.

"Queen Mab. It's an old English reference to prostitutes," MJ replied, not looking up from where she was pages ahead of her and Ned in doing keynotes on their copies of the book. She and MJ had their backs pressed to one another, using each other as balance as they worked on their assignments. Ned was sitting on her bed, his own copy in hand, copying down what Michelle had just said.

"Oh, thanks."

Her friends hadn't said anything about it, but she had the feeling that Ned had texted MJ about May. She'd been unusually soft and helpful, going as far to let Penny look through a few pages of her sketchbook. Only three though, in which the girl had stopped her, blushing uncharacteristically and taking the book back from her, but she'd been happy with the upset looking drawings of Flash, so she didn't question it.

Her friends had also found her new cats a lot of fun, all of which were currently in her room. They were all asleep at the moment--thank God, she really needed to get this assignment finished--resting peacefully on the chair at her desk.

"Are you coming back to school next Monday?" Ned asked after a few minutes.

"Yeah." It was something Pepper and Tony had sat her down for not too long ago, asking her if she was ready to go back and preparing her for what people were possibly going to be like once she did. She had also been told that Happy would be picking her up from school every day, and dropping her off if everyone else was busy, so her old routine of going out as Spider-Woman after school was trashed. Penny had only managed to go out as the vigilante one time since she'd gone to therapy, and she'd been so close to being caught she'd decided to not try again for a few days.

When she thought back on it it wasn't _too_ bad, but it was close. Tony had knocked on her door, coming to say goodnight, and it was a miracle she'd been in the bathroom hastily taking her suit off instead of in her room. She'd just told him she was in the bath and she went to say goodnight to him afterwards, but she still remembered how her heart had thumped. Her suit was _right there!_ Bright red and blue and falling off her limply and onto the bathroom floor, and Tony was only a door over.

So, yeah, she wasn't anxious to repeat the scenario. Though she did have to say she was impressed with herself for not getting injured too bad, since it'd be pretty hard to explain where she was getting bruises and cuts if she supposedly hadn't left the tower.

"Are you ready?" It was MJ who asked this time, a hint of concern in her voice.

"I'm ready to get out of this tower, which is something I never thought I'd ever say about Stark Tower. Avengers Tower. Whatever," she responded.

"But haven't you been...y'know, uh, working out?" Ned asked, and she had to fight down a smile as he danced around the subject of her being Spider-Woman.

"Barely. I haven't really done much, and I have no idea if I'll be able to do more or less once I go back to Midtown."

"Are you getting a 24/7 babysitter or something?" MJ suggested, and Penny sighed.

"Not 24/7, but Happy's going to be there to pick me up like, on the dot, and I bet you Tony's had teachers and security guards been given special orders to keep an eye on me. Which sucks."

"But a reasonable reaction to the situation," Michelle rebutted.

"I _guess,_ " she groaned, "I'm hoping the helicopter parenting fades into the background after a few months, or even a few years, but I feel like I'll have a chaperone even when I'm in college."

"That'd be kinda funny," Ned said, a smile tugging at his lips, and Penny made a face at him, "Okay, maybe not, but you have to admit that at least the _idea_ of it is pretty funny. Like, just imagine an eighteen year-old being followed around by a nanny, being scolded whenever you do something unsafe. Hilarious."

"Whatever," she grunted. She appreciated Tony's concern, she really did, and it was nice to know he cared, but she just wished she could tell him that she was fully capable of taking care of herself. She was strong and observant and hard to take down and essentially a living weapon. She didn't need Iron Man constantly looking over her shoulder!

"Do you think you'll come to Homecoming?" Ned asked, and Penny shook her head.

"Tony and Pepper said that it was too soon for a 'scene' like that, but that maybe I can go to the Coming Home dance." Maybe by then she'd actually work up the courage to ask Liz out...she wondered who the senior was going with to Homecoming though. Probably someone really cool. Probably a guy.

Michelle let out what might have been a laugh, "Coming Home. I still can't believe the school does that, nobody even likes it."

"You went last year."

"And?"

Neither she or Ned had a response to that.

* * *

Sleeping hadn't gotten much easier.

Her nightmares weren't as frequent as her first week with Tony, but she still had them. This one, thankfully, hadn't resulted in her bolting up in bed with a sob catching at her throat, which would've alerted Friday. Instead, her eyes snapped open as she flinched, tears leaking out of her eyes and her body covered in a cold sweat. Whatever her nightmare had been about, it left her feeling queasy and anxious, but she was breathing fine and the thumping of her heart was slowing down to its regular pace. She was fine.

She wasn't fine.

Penny couldn't even remember what the dream had been about, but it didn't seem to matter. Anxiety settled in her chest like a heavy stone, mud coating her ribs and her throat. She just wanted to go back to sleep, to wake up in the morning and for everything to be okay, but every time she closed her eyes another wave of guilt and anxiety washed over her, leaving her feeling cold and prickly.

She wished she knew what her nightmare had been about, what was causing her all of this anxiety. At least she wouldn't feel as stupid as she stared at the light on her computer blankly, forcing down any random negative thought she could as best as she could.

The teen thought it had been around an hour of just staring at the wall as she tried to fall asleep when she heard a faint scratching at her door. She shot up in bed, but her senses weren't going off, not even the slightest tingle, so she threw her legs over the side of the bed and tiptoed to the door. It slid open to reveal one bright blue eye staring at her, which immediately let out a meow so loud she was sure it would wake the whole tower.

"Shh! Duchess, people are sleeping!" she whisper-yelled, stepping back to allow the cat entrance to her room. The kittens were already in her room, having somehow managed to find their way onto the shelves and sleep there, but Duchess had been in Tony and Pepper's room tonight. Penny closed the door softly once Duchess had stalked into her room, her tail held high as she made her way over to the teen's bed. She jumped up nimbly, clawing at the covers before circling and laying down.

"I thought you were with Tony and Pepper," she said aloud to the cat, still whispering as she gave Duchess the stink eye, "How'd you even get out of their room?"

"I opened the door for her, Penny," Friday chimed in, "She seemed insistent to get out of the bosses' room."

"Oh, okay. Thanks, Fri," she replied, moving to sit back down on her bed, she didn't get under the covers though. They felt crushing.

Immediately Duchess got back up, trotting over to Penny and stepping into her lap, letting out a throaty meow as she bit at her fingers softly.

"Jeez, you have some real attitude problems, Duchess," she joked, moving her hand out of the way to scratch at her chin instead. Duchess purred loudly and Penny felt immediately soothed. She didn't know how long she lay there, petting the old cat on her lap as it purred loudly, but she was unaware of her eyelids growing heavy until they finally slid shut.

* * *

Ms. Tara's office looked just like it had been when she'd first visited five days ago, clean and pristine yet homey and welcoming. Tara also looked the same, her hair braided intricately and glasses resting low on her nose. She was about halfway into her next therapy session, which was still a lot of just talking about one another at this point (she'd looked it up, and apparently the first few were supposed to be lighter and easier to get through and stuff), when Tara said, "I'd like to ask a few questions about May Parker."

Penny froze like a deer in the headlights. She had been so vehemently ignoring that May was gone, pushing the thought down as fiercely as she could whenever it crossed her mind. Which was a lot. But no matter how hard she put it down, each time it came back more fiercely, enraged and insistent that she listen to it, let it wrap around her and drag her down back under the water.

"We don't have to talk about her if you don't want to, Penny," Tara rushed to explain at her panicked expression, "But I know that you've been grieving, and it can be--"

"--I haven't been grieving," she interrupted.

"No?"

"No. Why--why would I grieve her? She lied to me my whole life. She kept me from Tony. Grieving her would mean that I--that I care. And I don't. I don't care about her."

"Because she lied to you?"

"Yes."

"What about your uncle, Ben Parker?" Tara asked, and Penny wanted to cry.

She didn't want to talk about Ben, didn't want to think about their stupid fight. Didn't want to think about how she left the apartment, about how he'd come after her. Didn't want to think about how she'd let that man go, about how that man's gun had rang so loud in the air and even louder in her hands. She didn't want to think about the blood.

"What about him?" she croaked out, cursing herself for her shaky voice.

"Do you think you can't grieve him either?"

"I--I guess not."

"And why not?"

"Because he did the same thing as May," she answered, "He lied to me too, for even longer than May did. Dy...dying didn't undo that."

"It shouldn't," Tara said, her voice all sympathy and understanding, "You're allowed to be mad, Penny, you shouldn't be stopped from feeling your emotions, _any_ of them, including the ones you resent yourself for having."

Tara didn't say anything for a moment after that, and Penny soaked in her words, trying to make sense of them. She was so, _so_ mad at May and Ben, more mad than she'd ever thought possible...but she didn't hate them. Not entirely at least.

"I...yeah. I am grieving them," she finally said after a few minutes, "I shouldn't be, but I am."

"You _should_ be," Tara corrected, "Did you love them?"

"...Yeah."

"Then you're going to grieve them, that's just what people do. We even grieve people we didn't like, or didn't know. Be mad at them, resent them, hate them if you must, but _grieve_ them."

Tony was there to greet her after her session ended, not even questioning it as Penny wrapped him in a hug, just putting his arms around her and giving her a tight squeeze and a quick, "I love you, kid."

* * *

When Penny said she was barely going out as Spider-Woman, she wasn't _lying,_ but she still went out. Like now.

It was Friday, and she'd be going back to school on Monday (which she couldn't tell if she was excited about or not), so she figured she might as well patrol before Tony got in whatever last bonding activities he wanted to do before they both had to go back to doing work (and she knew he had something planned, as he'd teased her with multiple times). It was only 7:23, meaning she'd only been out for about an hour, and she had done _nothing._ Absolutely _nothing._

The worst part was that she couldn't buy herself a snack. She didn't have her backpack, so she didn't have money, so she couldn't buy something from a nearby vendor. Not even a pretzel. So, no snack, but she guessed at least she was starting to get hungry again, which she had seen Tony was glad of. The happy glint in his eyes whenever she'd taken something out of the pantry or the fridge to just...eat, told her as much.

Back to patrol--not much had happened yet, but the night was young. She just had to get back in before 9:30 (what she considered her limit of getting not caught) and she would be golden. As well as not get injured, but she healed so fast that as long as she didn't die she didn't think Tony would notice.

Another web shot from her wrist, attaching onto a nearby building and allowing her to be launched into the air. She let out a loud _whoop!_ as she did, the rush of air making her feel alive. She went around like that for a bit, keeping an eye out for nefarious activity, as well as helping out the common tourist trying to find their way around. She was also on the hunt for a lost dog named Chewie, which was a pretty good name if you asked her.

"Any news on that dog yet, Karen?" she asked, shooting another web.

"There are no new reports of findings on Chewie, but a bank alarm has just been sounded two blocks over."

"A bank alarm?" she asked, switching directions midair to head where Karen was directing her, "But I can't hear anything."

"It got cut off almost immediately by an EMP, so I would be careful going in. I do not know the origins of the device or its effect on me and your suit."

"Alright, thanks, Karen, I'll keep an eye out."

The bank wasn't too far away, and she got there in record time as she swung over buildings, taking shortcuts and leaping on roofs to get there as fast as she possibly could. There were no police cars when she got there, since it had only been a few minutes, but she instructed her AI to alert them as she scaled down the wall of the bank. It had relatively few windows, making it hard to see what was going on, but at least the robbers didn't know she was there. Plus, she had superhearing and they didn't. Hopefully.

Penny cast her hearing out, listening through the walls to try and hear what was going on inside. There were a lot of yells, some frustrated and stressed, and some pleased and excited, which she assumed was the robbers. There was also a low, familiar humming, but what caught her attention was the amount of heartbeats inside. They were quick and frantic, accompanied by the occasional whimper of fear.

Hostages.

"Karen," she whispered, "Get me a read of the building, tell me what's going on."

Suddenly her screen lit up, lighting the building blue and highlighting the people inside in red, and _wow,_ there were a lot of people. Karen's count showed eleven inside, four of which were running around and clearly being the ones stealing stuff. So, seven hostages. Hostages. She could totally handle a hostage situation, this was totally her specialty.

"Uh--uh, Karen? What should I do?"

"The best course of action would be to alert a nearby Avenger so that they could guide--"

"--No, Karen! Secret. Identity. If I keep meeting them they're gonna figure out who I am. Which is _bad."_

"My apologies, Penny. But you are an Avenger-In-Training, so if you ask for help that is the default answer. You would have to ask Mr. Stark to change it himself."

"That sucks--wait, Avenger-In-Training!?"

"Yes, that is in my protocols."

"What-- _later_. We'll talk later, um, for now, hostages. The hostages are more important," she stuttered out, moving to a different side of the building and stopping at a window that had a broken latch. It was pretty high up on the first floor, and she was able to see more clearly what was going on.

The hostages all sat on the ground, all lines up in a row. Two little girls clung to one woman which Penny assumed was their mother. There was a masked man in front of them, glancing between the hostages and the door, a gun in his hands. An alien gun... Great. So, they were in cahoots with the Vulture Guy.

This could actually lead somewhere.

She quickly slid the window open, forcing herself in and immediately latching onto the ceiling above to avoid being noticed. Though the bright red suit was a dead giveaway.

The three other men all also had alien weapons, which were slung haphazardly over their shoulders and hips at the moment as they placed cash in bags, stuffing them and going as quickly as possible. They were distracted, but by going for them first she risked the hostages. Taking a deep breath, she held out her hand and shot.

The web latched onto the man by the hostages gun (Hostage Guy), causing him to look up. He barely got the chance to as she yanked it away from him, letting it hit the ceiling and then bounce back onto the floor. It let out one lone purple blast that shot the opposite wall, splintering it into a spiderweb crack. Oops.

"Hey, guys! Who even robs banks anymore? Why not just ATMs, seems like a hell of a lot easier. Um heck. I meant heck, because there's kids here," she snarked while leaping off of the ceiling and punching Hostage Guy in the face. He stumbled back with a frustrated yell, and in the background she heard multiple "oh shits" and one "not the spider freak."

Hostage Guy was still conscious, though grabbing at his nose as red dripped out of his hands. She made for another attack, swiping at his legs as she apologized, "Sorry about your nose, but you are robbing a bank. And holding people hostage, so you kinda had it coming."

He fell to the floor where she webbed him to the ground before turning to look at the other three robbers. They all had masks on so it made it pretty hard to discern their expressions, but she got the feeling that they weren't too excited that she was there. Penny looked back at the hostages all behind her, and their frightened gazes stared right back.

She was about to tell them to run, that she could handle this, when her senses went off so strongly that she felt like her whole body shuddered. Immediately she ducked down as a blast of yellow light flew past where her head had been on a fraction of a second before. The burst of alien energy went through the front wall of the bank, blowing the door off of its hinges and shattering glass. The people behind her screamed and covered their heads in fear at the commotion, the mother gathering her kids into her arms as she tried to shield them.

"Hey! Watch where you're pointing that thing!" she scolded, jumping back up and launching herself at the trio, who had recovered from their shock and were in full fighting force. She ducked under an electric punch sent her way, grabbing the guy's arm and twisting like Steve had shown her. He yelled in pain as she threw him away from her, but she didn't have enough time to web him up as the other two rounded on her.

She ducked and dodged as best she could, even when the third guy sprung back up for another attack, but it was kinda hard. The building wasn't huge and there wasn't a lot of room for her to dodge the way she usually did. Plus, she was trying to keep all the fire focused on where she was in the room so that the hostages would be left alone.

Suddenly her right shoulder burned, hot and cold all at once, and purple flooded her vision. She gripped at it instinctively, pulling away as a grunt of pain ripped through her throat involuntarily. She looked up to see an alien gun singeing from its recent blast, and the man holding it looking quite pleased with himself. Great.

"Penny, you have sustained an injury from a dangerous substance. Protocol requires me to alert the nearest Avenger."

"No, Karen. Don't do that! Bad idea!" she snapped back, ducking low to avoid another blast and trying to get a hit in and hoping to the fucking sky that the AI wouldn't call anyone. Her right arm was useless and hindering though. She couldn't move it, so it remained hugged to her chest. It made fighting a hell of a lot harder, because now she was unbalanced and unable to use a limb. Which was displayed for her when the guy with the electric hand thing managed to punch her in the face.

_Okay,_ she thought, forcing herself back up and throwing her own punch back, _Things went south kind of quickly. But as long as the hostages--_

She looked behind her to see the hostages still there, kneeling and crying on the floor littered in broken glass and crumpled concrete. They were probably in shock, if their scared, glassy gazes were anything to go by, but they had had _plenty_ of opportunities to leave by now.

"Go! Get out of here!" she yelled at the hostages as she dodged another burst of light, glad to see that one man got up, tugging at other people's arms as they tried to leave. Tried.

A loud humming preluded a blast of purple that zipped past her ear, shooting at the wall the hostages were running to. They all stopped in their tracks, and the man who'd shot the blast roared, "ANYONE WHO TRIES TO LEAVE GETS SHOT!! D'YOU HEAR ME!!?"

"Oh, will they now?" came a sly voice.

Everyone, including her, turned to look at the newcomer. She knew that voice, and she knew the person standing in the doorway of the bank, her posture relaxed and loose as she surveyed over the situation, tutting a little. Penny felt herself freeze, and she was sure the crooks beside her did too as they watched the woman strut the rest of the way into the building.

"Y'know, police are on their way," Natasha said.

_"Dammit, Karen."_

**Notes for the Chapter:**

> Coming Home is something that they do at my school, lol. Thought it'd be funny, and also, plot, so


	28. Recognition

**Notes for the Chapter:**

> Sorry, this one's a bit shorter than usual and not my favorite. Tell me what you think though

"Spider-Woman reappeared last night."

Natasha looked up at Vision's voice, pausing in her book to look at the android. Steve, Sam, and Bucky all stopped what they were doing at the news, and then a relieved sigh came from Bucky. She knew he had been worried about the young superhero. Hydra didn't have any super soldiers anymore, and she guessed that he'd been worried they'd gotten to her. She herself had been a little worried too. Spider-Woman was young and inexperienced, and while she seemed intelligent, Natasha doubted she'd be able to get out of a kidnapping, especially from a more organized and prepared group.

"Where?" she asked.

"All over the city," Vision answered, "It seems she's expanded from Queens."

"Why would she do that?" Sam wondered aloud, "Queens is big enough as it is, much less the whole city."

Why _would_ she do that? It was interesting, to say the least. Spider-Woman leaves for a week and then pops back up, her entire routine changing. The young spider was usually consistent in their patrols around the city, always patrolling in the same hours, in the same areas, and almost never letting up and leaving. So what had changed?

"Maybe she's found something," Steve suggested, "Or she's searching for where the alien operation base is. Which, by the way, we need a better term than 'alien operation base.'"

"I'll tell you if I find their business card, Steve," Nat responded, but there was no real bite to her voice. Spider-Woman was a mystery to her, a secret, and if there was anything Natasha hated, it was not being let in on the secret.

* * *

Tony had promised Spider-Woman's location, but only if she hadn't shown up, and since she had, that was a no-go. She'd thought about asking for it from the man anyway, but then he'd ask why, and then everyone else would know, and then Steve would try to talk her down with some stupid words about "trust" and "integrity." But this was trust and integrity for her. Why should she trust Spider-Woman? She didn't know anything about her, and that made her dangerous to Natasha. Besides, Tony was much too busy with something going on with Penny at the moment to entertain her investigating Spider-Woman.

So, without the woman's location, she was digging up everything she could, with Friday's help of course, as well as going over the folder Ross had given them. There were way too many news articles, mostly from the Daily Bugle, to go over without the AI's help. She noticed right away that the Daily Bugle always had the best pictures. They were dynamic, with good lighting, and looked like they were from an amateur photo shoot, but their most recent articles were reusing photos, or they were of lesser quality.

"Alright, Jonah, why do you have such good tabs on Spidey?" she muttered to herself, and immediately Friday began running tabs on the man, popping up in a holographic screen to her left. Friday would tell her if she found something of use.

Most of the articles were useless, nothing other than heinous accusations and gossip based more on the fact that it would sell than _actual_ fact. There were conspiracy theories and numerous times when she'd just been called irresponsible, so besides the pictures, there wasn't much to go off of. The more recent pictures, blurrier than the rest, that illustrated Spider-Woman's recent return last night, were taken by multiple different people, who were dead ends when she had Friday go over their backgrounds.

Natasha was about to move on to check out other news sites and how it aligned with Spider-Woman's comings and goings when something caught her attention.

_Penelope R. Parker._

It was the name credited for the photo used in the older article she'd been reading, and the next, and the next, and the next. Almost all of the Daily Bugle's photos of Spider-Woman were credited to Penny, until they stopped around the time she'd come to live in the tower. It was almost all of what she did there. There were a few other photos credited to the girl, like a few from the Stark Expo, but mostly Spider-Woman.

"Friday, run a quick search on Spider-Woman photos on the internet. How many are credited to Penny?"

The AI took a few moments to do as asked before answering, "About 60%, Ms. Romanoff."

"More than half," she muttered under her breath. That was a huge amount for the kid to have on the market, especially for a teenager. It was practically insane. It was slightly more believable since she was Tony's kid, but still. But where did Penny fit into all this? She'd lived in Queens, so it was possible she'd just taken an interest in the superhero, and that it was easier to get pictures of her than the Devil of Hell's Kitchen since the Spider was closer. But _60%?_

Washington and now _this?_ Something wasn't adding up.

"Get me any recording of Spider-Woman you can find, Friday."

Video after video popped up on the screen in front of her, ones with her old suit, those taken from shaky cell phones or from the video feed in Tony's suit. Her voice was hard to make out in the more grainy videos, but crystal clear in the ones from Tony's suit.

She was watching when Tony had given Spider-Woman the suit he'd made for her when she _finally_ noticed, the realization hitting her in the face harder than the vigilante ever could.

" _Listen, kid, I gotta ask,"_ Tony had said, _"Why are you doing this? What's your MO? What gets you out of bed and into that onesie in the morning?"_

_"It's not a onesie,"_ she'd muttered, her voice sassy and patronized and exactly the tone she'd heard Penny talk to Tony in.

Natasha paused the video, tapping on the space bar lightly, though her body felt heavy. There wasn't a lot of actual, hard proof, to support it, but she knew it was Penny. She wasn't one to make mistakes about this kind of thing easily, and suddenly everything fell into place. The infrequent patrols, the hesitation and worry when Spider-Woman had been brought up, how the hero had disappeared and Penny had appeared in her place. Her disappearance in Washington and how she'd managed to sneak past her and Sam. Penny was Spider-Woman.

_Fuck._

Penny. Was. Spider-Woman.

"О Господи."

* * *

Nobody knew. It had been almost two weeks, and still nobody but Natasha knew. She'd watched each night when Penny went out as Spider-Woman, doing her best to cover for her and make sure the other Avengers went in earlier. She remembered distinctly one time when she'd purposefully started an argument between Tony and Steve because she'd seen the shadowy figure of her fellow spider approaching the tower. That had been a _long_ two hours.

Penny was smart--obviously--but her common sense left something to be desired, so she'd taken it upon herself to help her out, even if every time she took a breath of air guilt swarmed in. Spider-Woman was fifteen, she was at risk of being kidnapped and hurt constantly, she didn't feel safe enough to tell her family about her powers, and Natasha had been keeping it a secret.

It wasn't like it was particularly hard--secrets were kinda her thing--but it still hurt to keep. All Tony did was worry, and she had no idea how _this_ would change things. She knew that the billionaire would accept his daughter for whatever she did, but she didn't think he'd be able to handle, or had even thought about, a superhero being on that potential list of things. But her exposing Penny before the girl got the chance to tell Tony herself would be worse than any way Penny chose to tell the man about it. It had to come from the teen, if it was going to come from anybody.

As if to clear her conscience, Natasha had taken to riding around the streets of New York on her motorcycle, generally keeping a few blocks between her and Penny at all times. When asked about it she blew it off as scouting, which she was technically doing. She was scouting out potential dangers that would be too big for the fifteen year-old vigilante to handle, like the current bank robbery that had caused an alert on her watch to pop up. The screen flashed red and the silhouette of a spider appeared before being replaced with coordinates and health vitals.

_Shit._

Natasha revved her bike and started moving, gathering speed as she wove in and out of traffic, letting the map on her vehicle light up and lead her to where Penny was currently fighting a losing battle. She shouldn't have kept this secret for the teen, she should've confronted her and made her tell Tony, or told Tony herself if Penny had refused--which she most likely would have. Then Penny wouldn't be out here, hurt and possibly dying.

The spy forced herself to calm down, keeping up her cool and collected exterior as she tore through the streets, only minutes away from where she needed to be--sirens breaking the air somewhere behind her--falling back on years of training. But years of training couldn't get rid of grief or regret, or the look of betrayal that would undoubtedly cross Tony's face if she brought home a dead Penny Stark, beaten and bruised because she hadn't even decided to _help._

No matter how much training she'd had, or how much she'd lost, grief was never something that got easier. Sometimes it would fade, would become gentler, but still insistent, but losing _more_ family... The grief would start all over again. She didn't know Penny that well, but she adored the kid. The girl was part of her family--part of the group she was supposed to protect.

She finally pulled up the bank, grabbing her gun and placing it on her hip despite the fact she was in civilian clothes, pushing down any thought--any image--of Penny dead and disfigured. She was going to protect that kid, even if it destroyed her.

A yell came through the blasted off door as she approached it. Angry and loud, the man screamed, "ANYONE WHO TRIES TO LEAVE GETS SHOT!!! Y'HERE ME!?"

"Oh, will they now?" She said, announcing herself. She stepped through the door, confident and calm and relieved to see Spider-Woman alive, looking at her with wide lenses as she hugged an injured arm to her stomach. There were multiple hostages, shaken and surprised, but otherwise unhurt, "Y'know, police are on their way."

"Put your hands up. NOW!!" yelled the man she assumed was the leader, looking at her haughtily, but she could tell he was afraid. No doubt he had gotten more than he had bargained for with an Avenger showing up. He shouldered his buddy, who then pointed a gun at Penny, "You move and I _will_ shoot! That's a promise."

Slowly, she raised her hands--though she had a sly smile on her face--giving Spider-Woman a subtle nod, which she was glad to see the teen understood, raising her own hands in response. Well, raising one of them and trying to move her injured arm but only able to get it halfway there. The man smiled, as though he'd won.

"Get the rest of the stuff and then we're leaving," he muttered to the third man beside him, who was not holding a super-powered gun at anyone and also wasn't webbed to the ground like the man a few feet in front of her. He nodded and went back to stuffing cash in a bag, clearly nervous.

The whole time she could tell that Penny was watching her--though her lenses gave no indication of it--clearly waiting for them to make a move. She just needed a good distraction and then they could get moving. She didn't care about getting the money back--the bank had insurance--she just wanted to make sure everybody got out alive.

The distraction she'd been counting on finally made itself known less than a minute later, the sirens she had heard earlier reappearing, however distant they were. The man pointing the alien weapon at him flinched at the noise, and in the split second his grip on his weapon went slack, she pulled out her own gun and ducked.

A blast went over her head where she had just been, hitting the wall. She shot her own gun at the man, the blast ringing through the air and hitting his arm. He immediately screamed, clutching at the hurt arm and leaning on the counter he'd been standing behind.

The man that had been pointing at Penny had frozen at Natasha's attack, looking at the Black Widow instead of the girl in front of him. She was about to shoot again when Penny kicked the gun out of his hand before landing a kick to his stomach. The force knocked him into the counter, close enough for Natasha to hit him on the head, effectively knocking him out.

"I--uh...thank you, Miss Black Widow, ma'am," Spider-Woman stuttered out, "You, uh, you didn't have to come all the way out here. I had this in the--in the bag."

Natasha gave her a hard stare, relishing how Penny shrunk under her gaze, no doubt sensing how furious she was with the girl. She'd gotten herself hurt, and in trouble, and if she hadn't been around...she didn't want to think about it. She turned away from the vigilante to survey the people shuddering on the ground.

"Danger's over, police are on the way, you can leave now. Make sure to stay for statements."

They managed to stand, someone grabbing one of the two kids that had been with a woman, and they rushed out of the bank, throwing 'thank you's' over their shoulders as they went.

Swiftly, she grabbed Penny's good shoulder and pulled her out of the building, ignoring the girl's protests. They managed to get out, down the block, and into an abandoned alleyway without anyone bothering them. The sun had set by then, a lamp and a lit window across the street her only sources of light as she examined the teen in front of her.

Penny, now free to, was hugging her arm to her side again. Whatever the alien gun had been had managed to burn the suit down to her skin, burning through even the protective layer visible from where it had been singed. But other than her shoulder, which considering she'd been hit in the side with something similar about two months ago and had gone to school the next day, probably wasn't _that_ big of a deal, she seemed alright, and Natasha could breathe a sigh of relief.

It lasted all of two seconds.

"Um--thank you so much, Ms. Romanoff, but I should really get--"

"Stop," she commanded, holding her hand up, and Spider-Woman froze, even holding her breath, "The mask. Take it off."

"Ah--I don't think--"

"Now. _Penelope."_

The air in that alleyway was so thick with tension you could cut through it, but the silence so strong she didn't think it could ever be broken. She didn't think Penny was breathing, just staring at her, lenses wide and still. It bothered her, that she couldn't see the girl's reaction--not that there wasn't plenty to tell from her posture--the lenses preventing her from seeing her face. How did she even see through those? Natasha couldn't make out a _single_ thing on her face.

After what felt like years but was probably a good, tense thirty seconds, Penny reached up and pulled her mask off.

Her hair bounced with the action, tickling at the girl's face now that it was free of its cloth prison, and so was her expression. She was defensive--clearly covering up her shock--her eyes squinted slightly and her mouth a stern line, as though she were trying to be intimidating. She looked like nothing more than a kicked puppy.

"How long have you known?" Penny asked, her voice shaking.

"Two weeks."

_"Two weeks?"_

"It wasn't that hard to figure out. Did you really think _no one_ would notice?" Natasha asked, letting a hint of incredulity bleed into her voice, "I started getting suspicious when you freaked out about yourself on the news. From then on, all I had to do was check the Daily Bugle and listen to some recordings of you. Did you know that 60% of photos of you are from _you._ _That_ is pretty suspicious."

"Are you going to tell Tony?" It was asked in a whisper, clearly afraid and begging her not to. She narrowed her eyes at the girl, considering her options.

"Why don't you want him to know?" she asked instead.

"You know him!" Penny exclaimed, her voice high with stress, "He freaks out about the smallest things! If he found out, I wouldn't be able to do this anymore! I don't think I could even leave the tower, and he'd be _so mad_ when he realizes I've been sneaking out and lying to him. But it's not like I can stop--Steve said it himself. If I don't help with the Vulture Guy and Phoenix then I get arrested and you guys get in trouble! And it's not like I can stop after _that_ either! This isn't some just one off thing I'm doing! I have these powers and I tried _not_ using them and someone _died._ I can't let other people go through that knowing I can help. I can't not use them, because what if I don't and Tony dies!? Or Pepper! Or--"

"Okay, okay," she interrupted. Penny's voice had just continued to get higher and higher as she paced back and forth, clearly stressed and clearly having needed to let this out for a while. The girl looked up at her, her eyes shiny with unshed tears and her cheeks flushed, "I won't tell. For now."

"Really?" Natasha nodded, "Why?"

"I get the feeling--regretting not helping, not doing more, and what will happen to those you love if you don't. Everyone on the team knows that," she started, and Penny looked at her with wide eyes, "I also get that you're a bit too far in now to quit. You've made yourself space as a vigilante, as a superhero. You've made an impact on the team, the government, and your community. I _also_ know that if I tried to stop you and told Tony, either you'd resent me and him for stopping you, or you'd find your own way to do this."

"Unstoppable force meets immovable object," Penny muttered.

"Sure. Now don't get me wrong, you _will_ have to tell him at some point--"

"--But--"

"--No, Penny, you know I'm right. You're enhanced and you're different and you sneak out a lot. He's bound to notice at some point, and you know it'll be better to tell him than let him just stumble across your suit somewhere in your room someday, or you get injured so bad that he gets some notification from your suit only to find his daughter half dead."

"...I guess," the girl mumbled, "But...I don't have to tell him _now..._ right?"

"No, you don't," she confirmed, "Not until we get some training in and take down Phoenix and the alien operation."

"Training?"

"What? You think I'm going to not tell Tony _and_ let you to continue to fight like that? You've got a solid foundation, but you wouldn't get far in an actual fight. We'll be sparring together from now on, and I'll help you out on patrols every once in a while. Deal?"

She held her hand out, and Penny glanced between it and her, her expression some strange mix between sullen and excited, "I don't really have a choice, do I?"

"Not unless you want me to tell Tony."

She sighed and shook her hand, "Deal."

A bark made both her and Penny turn to see a huge brown dog at the opening of the alleyway.

"Hey! We found Chewie!"

**Notes for the Chapter:**

> doggo!! <3<3


	29. Blow Us All Away

**Notes for the Chapter:**

> Hey! It's the 29th and it's the 29th chapter!! Neat!

"Too distracted. Try again."

Penny let out a short breath, wiping the sweat off her brow as she flipped herself on her back to look at the woman standing above her. She panted, taking the hand extended to her and jumping back up onto her feet. Who knew training with the Black Widow would be so tiring? They'd been at it for about an hour now, and she'd barely managed to get a hit in, much less knock her down.

"How long do these training sessions last again?" Penny whined, readjusting her hair and straightening it back out into a small ponytail. This was her first time sparring with Natasha since the Avenger had revealed that she knew who she was yesterday. That had been a frightening experience, and she knew she should count herself lucky that Nat hadn't told Tony, much less agreed to train her. But still, her shoulder still ached from where she'd been burned, not that it showed, the injury the blast left having faded into almost nothing by the time she woke up the next morning.

The suit still needed to be fixed, but there hadn't been a time when Tony was out of the tower, much less out of the lab. And it wasn't a quick patch up/sewing situation. She had to fix the wiring, the protective layering, get the right cloth and make everything look as nice as Tony had--which probably wouldn't happen, but she could try.

Natasha smirked, "Until you get it right."

She let out a deep sigh, putting her arms back up defensively, "We're going to be here for a few years then."

They only ended up being in the gym for another hour, and Penny was proud of herself for managing to get a couple of good hits in at the very least, but she still got knocked down every time. It wasn't all bad though, in fact it was a lot of fun. It was different than training with Steve, because then she'd been defenseless Penny Stark. Now, she was Spider-Woman, strong and capable and being mentored by the Black Widow. Which was honestly, the most badass thing ever.

"So," she panted, dodging under Natasha's arm, "What's this surprise Tony's planning?"

Nat swept at her legs, but she managed to move out of the way at the last second, "If I told you, it wouldn't be a surprise."

"Oh, come on!" she whined, which was a mistake apparently, because the next thing she knew she was on the ground again, "You're seriously not going to tell me anything?"

"Nope. Besides, you only have to wait until 6:00, and then we're out of here."

"But 6 o'clock is like, eight hours away! That's twenty-eight _thousand_ eight hundred seconds!"

"Do you just have that memorized?"

"It's not _that_ hard."

"Says the Stark," Nat taunted as they got back up to spar again.

"I'll say," came a third voice, and both she and Natasha turned to see Tony walking towards them, smiling curiously, "I'm appalled that you think that math would be hard for a daughter of mine."

"Hey, Tony!" Penny greeted, "I'd hug you, but I'm kinda sweaty, so."

"Same," Natasha commented with a smirk, and Tony rolled his eyes.

"Uhuh, I believe you," he said, wrinkling his nose, "You better not have told her about the surprise, Nat."

"I can keep a secret, Stark." Penny glanced at Natasha at that, fighting down a smile at the irony.

"Says the woman who spilled all of SHIELD's secrets in a single day," he snarked, and Natasha just gave him a wry smile. He turned to her, "What's with you? Do you just _like_ getting beat up by the Avengers?"

"I mean, what other kid gets to say the Black Widow punched them in the face?" Penny responded, and Tony rolled his eyes at her, though she didn't miss the worry in them.

"Sure, just make sure no one's hurt during this 'self defense' thing, alright?" he said, looking at her but clearly directing his words at Natasha.

"Better she gets hurt here and now rather than by somebody else because she couldn't defend herself."

He gave Natasha a glare, ruffled Penny's hair, and then headed back upstairs, throwing "Lunch is in an hour," over his shoulder.

She turned back to Natasha, shrugging, "See? Overprotective."

"Or maybe you're just danger prone."

"That too."

* * *

Penny had been bugging him all day. Not in a bad way, she could never, but she'd been persistent about what he'd had planned for her this evening. He'd been hinting at it for a few days, much to her annoyance, which he could see in the way she squished up her face or squinted at him in exaggeration. When he'd gone to the gym to find her and Natasha sparring--which was confusing, what teenager liked getting punched in the face?--he'd thought that the woman had told her, which would've been disappointing.

But the girl was none the wiser when she sat down for lunch though, still sweaty from getting her ass beat by Nat. She'd tried to go take a shower first, but he'd forced her to sit down and eat. His poor heart wouldn't be able to take her passing out again, and he told her as much, causing her to mumble out an apology that honestly just made him sad.

They managed to get through the rest of the day without _too much_ a hitch--which was honestly a miracle given his track record--though Penny was vibrating with excitement and nervous energy, even when he tried to distract her with things in the lab. She was going back to school tomorrow, and while he could tell she was ecstatic, he could also tell that she was scared.

Every glance at where the teen worked beside him confirmed it. She was jittery and twitchy, her movements less graceful than usual as she knocked things over and then yelped when she did. After a couple hours of this, he finally put his tools down to look at her, making himself look as opening and nonthreatening as he possibly could.

"What's up, kid? You feeling alright?" he asked, and Penny just shrugged, putting down her pen from where she'd been sketching out ideas and writing down some impressive looking formulas.

"Ah, just excited for the surprise," she said, but it was so obviously a lie he had to fight down an amused smile. It was honestly kind of adorable, her thinking she could bluff her way through him.

"Yeah? What about school?"

"Excited for, um, that too."

"You don't have to go back if you're not ready, honey."

"But I am ready!" she protested, "I want to go back to school."

"Never thought I'd hear a teenager say that," he joked, but it fell flat. Penny still gave it a grudging smile though, "So what's eating you? You've been a nervous wreck all day, and I know it's not the surprise, you've known about that for days."

She was silent for a moment, her lips pursed as she thought over her answer, before asking, "What was school like for you?"

He blinked at the question, but answered nonetheless, "Lonely. Really lonely." He stopped there, but the look Penny gave him urged him to continue, "I was always so much younger than everyone else, and even at eleven I had trust issues like you wouldn't believe. Ask Rhodey, he'll tell you how long it took to convince me we were friends and that he wasn't using me. But it wasn't just my peers, I didn't really have my family either, since I was at boarding school or college. This was before we had mobile phones and stuff too, so that made it harder. I still wrote Mom and Dad, not that Dad really responded, Jarvis would though, so that was always nice."

"Did you...did you ever feel scared?"

"Yeah. Yeah, I did. I got picked on sometimes--generally just for money or something--and I was a target for a lot of bad people. Students, faculty, and just people in general," he answered. Penny wasn't looking at him, instead burning a whole into the desk in front of her as she stared at it. He put a hesitant hand on her shoulder, taking it back when she tensed at the unexpected touch, "I'm not going to lie to you, Pen. People are going to treat you differently, they might be mean, or nice, or they're going to gossip. That's--that's the risk of being my kid, and I'm sorry, I really wish I could change it, but I can't."

"I like being your kid," she mumbled, and a smile broke out on his face unwillingly.

"Yeah, I like having you around too, Bambina." This time he let her touch him first, her bumping her arm into his, and she seemed much more comfortable. It was something he'd noticed. Touches, while okay, were generally preferable if she initiated them. It wasn't too bad if he put an arm around her shoulder or gave her a friendly pat, but he'd noticed how she'd almost always tense or flinch before relaxing. He didn't know if it was a trust thing or not, so he tried to not let it get to him, but it didn't stop him from wondering why she reacted the way she did.

"School's going to be scary, and different than what you're used to," he started, "But I promise I've got security in place, and that I've made it as safe as possible without smothering you too much. Pepper said it was bad for your health or something, and she's usually right, so. And if you _ever_ feel unsafe, or you're in a bad situation, you call me, alright?"

"Alright," Penny confirmed, and then she brightened, sitting up in her seat a little straighter, "We need like, a code."

"A code?" he repeated, frowning, and she nodded exuberantly.

"Yeah! Like a safe word. It's something where if I texted or called you, it'd seem like normal conversation, but because I said the word, you'll know something's wrong," she explained, and he nodded thoughtfully.

"Did uh--what was your word with May?" he asked, the air thickening a little. Penny really hated bringing up May or Ben, but the fact was that she'd been with them for almost a decade, and that her life had been based around the two. He tried to avoid it when he could, but he knew that ignoring their deaths was a bad way to get Penny through the grieving process.

"Um, I'd always ask if-if they wanted to play chess, 'cause we never played it. Only uncle--I mean, only Ben knew how, and he was too good, so we never wanted to play against him," she managed to stutter out, and he noticed how she leaned into him a little more, "What do you want ours to be?"

"I don't know, what do you think is something we wouldn't do? Or say, I guess."

She furrowed her brows as if deep in thought, squinting and biting her lip, "What about... Never mind."

"Nope. No ideas are stupid ideas. Spill it, Panda Bear."

"But--"

"I won't get upset, I won't get mad, and if you want me to never bring it up again, I won't," he persuaded, and Penny finally sighed after a few considering moments.

"What if I called you 'Dad?'" she mumbled in a rush of words.

"What?" he asked, trying to keep his voice even and calm his thumping heart. Penny shrugged awkwardly.

"It's just-uh, I never call you that, and it's really easy to say without being noticed," she explained, and his heart twisted at the thought that they were so estranged that 'Dad' was so unexpected for them that it could mean she was in trouble, "It's ah--it'd have to change if--when I start like, _actually_ calling you that, but y'know..."

"It's very smart, Penny," he assured, "You don't have to be embarrassed, I promise. That's a really good one, no one would notice it."

"Now you're overselling it."

"I mean _seriously,_ who could ever come up with something as brilliant and--"

"Okay, okay! Jeez, I get it!" she interrupted, her cheeks red, but she was smiling again, and that was all he needed. After a moment, she bumped her arm into his again, a sly smile on her face, "Soooo--"

"I'm not telling you what the surprise is."

She groaned, slumping back in her chair dramatically, making him laugh, "But I've been waiting for _forever."_

"It's been two days."

"Forever."

"And you only have to wait three more hours."

_"Forever."_

He laughed at her, shaking his head in mock exasperation. Every smile, every laugh, every _breath_ with Penny felt like a gift. It felt unreal--but in a magical way, getting to be with her. Getting to spend time with her and make jokes and tease her. He just...he wouldn't trade her for the world.

* * *

By the time it was _finally_ 6:00, Penny was bouncing off the walls in anticipation. Pepper had handed the teen the simple blue dress that she was dressed in now, and it was honestly a miracle that she'd put it on at all with her endless questions. They'd eaten dinner and were in the elevator now, heading down to the garage where the team would meet them there.

Sure enough, when the doors slid open, the Avengers were milling about, leaning on cars--or in Steve's case, a motorcycle--and chatting easily. There were a few glances their way when they stepped out of the elevator, but other than a couple waves, nobody spoke to them as they got inside their vehicles. Tony led Pepper and Penny over to one of his less flashy ones, getting in the driver's seat while his fiancee and daughter followed suit.

"The Avengers are coming too? Why are we all dressed up? What are we doing? Where are we going?" Penny fired from the backseat, question after question tumbling from her lips. He and Pepper smiled at each other in amusement as they drove out of the garage, the other two vehicles not far behind.

"Guess we'll have to wait and see," Pepper replied back cheekily, and Penny stuck her tongue out at the woman.

Penny kept her questions up for about half the ride until she realized that she wouldn't be getting answers and began humming along to the radio instead, watching the city outside her window observantly. He himself was buzzing with excitement and nervous energy. He really hoped that Penny liked the surprise. She'd said she'd been interested in it, and he'd meant for them to go sooner, but then _everything_ had just imploded and before he knew it she'd been passed out in her room.

Now, he watched her eyes go wide as they pulled up.

"Alright, out, kiddie," he ordered, stepping out of the car himself, but she was still staring at the large poster on the wall, frozen in place. He and Pepper smiled at each other, and he made his way over to Penny's side of the car, opening the door for her. She blinked up at him in surprise, as if wondering how he'd gotten there, "This way, Ms. Stark."

He held out a hand for her, which she took in a shocked manner, stilling staring at the poster in front of her, "Did you--are we-- _Hamilton!?"_

"Hole in one, Shortcake," Tony joked, sending an amused glance to Pepper and the other Avengers who were stepping out onto the street, "D'you want a picture in front of the sign thing?"

"I--"

"Penny! Oh my, God!"

The girl swerved at the voice, clearly even more confused to see her friends, Ned and Michelle, stepping out of a taxi. Ned looked much too overdressed in an old button down tux, clearly not sure what to wear to the musical, while Michelle looked more appropriate in a loose floral dress. He watched as the girl paid the taxi and then slid out of the car, heading over to the group much more slowly than the boy, who was currently clinging onto Penny in a death grip hug.

"Can you believe that we're here? I got a text from Mr. Stark like two days ago asking if I wanted to see Hamilton and then MJ told me she'd gotten one too and I've been freaking out trying to not tell you because he said it was a surprise and also Iron Man has my number this is freaking _insane!_ And--"

"Wait, you knew about this?" Penny interrupted, a smile on her face, "And you kept it to yourself? You suck at secrets!"

"Hey! I've gotten a lot better!" Ned protested, and all the adults had amused smiles on their faces as they watched the teens talk, "I haven't even told anyone about--"

MJ slapped a hand over Ned's mouth, sending him a death glare while Penny did the same, her lips pursed in what he guessed was supposed to be threatening while she hissed out a not-so-subtle, "Ned!"

Okay so there was something he didn't know about. How hard would it be to figure out whatever Ned had been about to--

Pepper placed a hand on his shoulder, her glare strong, and he got the message. He sighed and nodded his head in reluctant acceptance. It could probably just be a crush--he still wanted to know though.

"Are you coming to school tomorrow?" Michelle asked with a false air of indifference that made him smile a little wider.

"Uh, yeah, yeah," Penny responded, "What's going on with Decathlon? Am I still on the team?"

"Please, as if Liz would let her star player go," Ned scoffed, "She doesn't want to be stuck with Flash, even if she won't be here next year. Besides, Michelle doesn't want to be stuck with him either."

"No way! You made captain!?" Penny exclaimed, and the girl nodded nonchalantly, shrugging, though she was smiling a little. Penny wrapped her in an exuberant hug, "Congratulations! Does this mean I can nap during practice?"

"Absolutely not. If you thought Liz overworked you before you were dead wrong."

Penny and Ned both groaned, but Tony just smiled and rolled his eyes, clapping his hands together to get their attention, "Alright, pictures and then we'll head inside."

Tony took probably two hundred pictures of Penny and her friends, their arms around each other as they stood in front of the Hamilton sign, as well as a few of her by herself, with Rhodey, with Pepper, with Rhodey and Pepper, and then he was dragged into a few eventually. She laughed at how many he had taken, thanking him profusely as she peered over his arm to look at his camera roll.

"Who wants a Hamilton hoodie?" he heard Pepper say, and he looked up to see her at the little store booth, the cashier was watching them all as if this was the best day of her life.

"C'mon, Pen," he told his daughter, nudging her over to where Ned and Michelle were gathered around Pepper, "Pick something out."

"I-I'm okay, Tony. This is already so much you really don't have to--"

"I want to. Besides, billionaire, remember? Get whatever you want, kiddo."

He managed to get her to pick out a shirt and a button, but that was all he could get Penny to take. Still, he slipped a hoodie he'd caught her glancing at into the bag, as well as a water bottle. And a key chain. And maybe a hat. And a cup. Maybe two.

Once they'd gotten drinks they finally headed into the theater, relishing how Penny and Ned both gaped at the empty seats. He was sure they knew by now that it would be just them, but it was different looking at the empty room when it was known for being constantly full.

"Choose your seats," he told everyone, and immediately the kids rushed to the front, though Penny threw him a look over her shoulder. He responded with a look of his own, letting her know he wasn't far behind.

Steve and Bucky sat more in the middle by themselves, holding onto each other's arms in a cute coupley way. Wanda and Vision sat in the second row, still close but their movements a little more awkward thanks to their relationship being new. Rhodey, Natasha, and Sam sat in the front by the kids, sitting on their right while he and Pepper guarded their left.

The show wasn't going to start for another ten minutes or so, so he sipped on his wine and scrolled on his phone until the lights dimmed and the spotlight shown.

"What cast is this?" he heard Michelle whisper to Penny, and he smirked.

It wasn't quite suffice to say they were freaking out when Leslie Odom Jr. began singing, a look of shock and awe on Penny's face as she tracked the man's movements across the stage.

Tony was being honest saying that he didn't know much about the musical, had listened to the first song and decided that he'd be able to sit through it, however begrudgingly. He did _try_ to watch it, but honestly, Penny was much more interesting. Every joke, every line, every song--she was enraptured, completely immersed, mouthing along to lyrics sung so fast he wasn't even sure what was being said. There were only two parts that really got his attention.

The first being just before the girl in the blue dress's song when a few of the characters lined up and just, eye fucked him, winking and smirking. That got a pretty big snort out of him.

The second being when Philip died. It was too familiar, too realistic. The scream the actress let out when the kid had died--he knew that feeling, knew that scream. Even when he hadn't been screaming and crying, it had just felt like a constant in his mind. When his throat was raw, his mind had still tormented him, and suddenly he felt like it was eleven years ago. Like Penny had been in his lap one moment and gone the next. Gone, dead, never to be seen again.

But she was beside him, smiling and crying, and just looking at her brought a new wave of pain. She was so grown up, so smart and unique and amazing--and she'd become it all without him. Pepper grasped his hand, squeezing, and he turned to look at her, taking solace in her comforting eyes and her soft touch, and he guessed it was all okay.

It wasn't perfect--it wasn't even amazing--but everything was okay. Pepper and Penny were safe. Pepper and Penny were happy. Pepper and Penny were with him. And that was all he needed.

**Notes for the Chapter:**

> Hey!! A cute one for once!!! :-)


	30. Back to Normal...Sorta

**Notes for the Chapter:**

> Can you believe it's been fifteen weeks since the reunion scene??? Also! I just got my first car!!! :))))

"--Did you eat enough? What about your bag? Do you have all your textbooks? We got them all from your apartment, right? What about--"

"I'm fine, Tony."

"Nope. Something always goes wrong on the first day of school. Do you have Happy's number? Nat's? Mine--no you definitely have mine," he protested, continuing to buzz around the penthouse like an overly anxious bee. Though Pepper might call him a helicopter, which--Helicopter Parent his _ass!_ He had _a little_ right to worry! It wasn't like him parenting Penny had ever been easy, or even safe! What if she got kidnapped again? For another eleven years! It wasn't like they knew much about Phoenix, "Maybe you should stay home."

"Tony, what--"

"I mean, school is overrated anyway. I skipped most of high school, well, I went when I was thirteen and stayed for two years, but I don't want you going to college either. Maybe--"

"Is he always like this?" he heard Penny whisper, and he swerved to find her watching at him with wide eyes while Pepper smirked at him knowingly.

"Only when he worries. So, yeah, all the time," Pepper stage whispered back, and he threw his hands up in the air.

"Well, _excuse me,_ I think some worry is appropriate considering everything," Tony responded, but that only made Pepper's smirk wider as she shook her head slightly.

"You're right--"

"--Never heard that one before--"

"--worrying about this is normal. After all, you didn't get to blubber while sending her to kindergarten. And we all know how you reacted when you dropped her off at preschool."

"What? I don't know what happened!" Penny protested, and Pepper gave him a mischievous smirk.

"Don't you--"

"He cried, a _lot._ I thought someone had died."

"Dare," he sighed, trudging over to the two. Pepper was still smirking while Penny tried hard to contain her giggles. It was a valiant effort, but it wasn't really working. Tony rolled his eyes, swatting at her, but she continued to laugh, which made him smile. Only a little though. He pointed an accusing finger at Pepper, "This is betrayal, Miss Potts. Making my daughter think I'm soft."

Penny bumped into him gently, hoisting her backpack higher on her back as she did, and warmth bloomed in his chest as he made a big show of wrapping a begrudging arm around her shoulder.

"I'll be fine, Tony," Penny assured him, "I've gone to school before, and MJ and Ned will help me out. Plus there's security guards and stuff, and I promise to call you if anything goes wrong."

He snapped his fingers, letting go of Penny and walking over to the kitchen, "That reminds me!"

He snatched a small box off of the counter and held it out to Penny when he was close enough, gesturing for her to take it, which she did, though hesitantly. Pepper gave him a knowing glance over Penny's shoulder, but he just shrugged. Penny needed as much protection as he could get her, he'd have an Iron Man suit follow her around if his fiancee would let him.

Penny opened the box, looking at him in confusion when she did, "Um, thanks for the watch, Tony."

He snorted, picking it up. It was red and black with gold highlights, high tech and sleek, custom made for her, "It's not just a watch, Pigeon. It had a panic button, see? Press it three times in a row and it'll alert me and the nearest Avenger that you're in trouble. Spider-Woman, too, if she's close enough. It also connects to Friday--do not use this for cheating, okay?"

"Oh, wow. Thank you, Tony, um I won't. Cheat, that is. Not with this at least," Penny responded earnestly, giving him a nervous smile at the end and he had to hold back a snort. He was pretty sure he was supposed to discourage cheating, but it wasn't like he hadn't done his fair share. He put the watch on his daughter's outstretched wrist, buckling it and giving her a pat on the arm.

"Good to hear... Are you sure you want to go to school?"

"Yep, gotta go back at some point anyway."

He sighed, "Fair point. Come on, grab the rest of your stuff, we can pick something up on the way if you're still hungry."

"Nothing too sugary," Pepper warned, and he rolled his eyes. Pepper gave Penny a hug and him a kiss on the cheek, "Alright, I'll see you later. Have a good day at school, Penny. And try to respond for the inevitable of when Tony texts you or else he'll show up in the armor and make a scene."

With that Pepper had stepped in the elevator, it taking her to either her office or some board meeting. He, unfortunately, would have to join her later, as evidenced by the suit he himself was wearing. Not that he'd be paying much attention. He'd probably just be staring at the location of Penny's watch all day, or watching security feed to make sure nothing happened to her.

Penny ran around the room, grabbing her lunch and pulling on her shoes, before zipping back to where he was waiting by the elevator, following him inside and bouncing on the balls of her feet as they started their descent. Pretty soon they were in the garage and he was leading her over to one of his flashiest cars--a hot red and gold--which she eyed.

She was shy, and he knew she probably didn't want to make a scene, but odds were people already knew she was returning today. That he wouldn't be around her 24/7, and he wanted to make it known that he--the genius, billionaire, playboy, philanthropist--was keeping a close eye on her. What better way to do that than play up the media personality? That was a part of him people feared, maybe not respected, but feared. The Iron Man colors would give them something to fear if not anything else.

He climbed in the front and Penny got in the shotgun, placing her bag at her feet, and then they were out of the garage. He didn't race down the streets like he normally did, that wasn't something he'd do with Penny in the car. Besides, they were just going to school, and they had plenty of time. It wasn't like he was late to anything.

The car ride was spent in silence--not tense, but not extremely comfortable either, but he'd take what he could get--only broken by the radio and the familiar sounds of New Yorkers honking and yelling in the morning traffic.

He pulled up in the Midtown High parking lot after thirty minutes, ignoring the kids gawking at his car as he parked in the front, probably not where people were supposed to park, but not really caring. The man noticed Penny staring at the kids outside in apprehension, her body tense and biting her bottom lip.

"It's gonna be alright, Pen. Okay?"

"Mmhm."

"You know you can call me for anything, right?"

"Mmhm."

"No matter how small."

"Mmhm."

"Even if it's about your crush. You've got a crush, right?"

"Mmh--hey!" Penny accused, frowning and blushing at him, "No I don't!"

"Sure, kid. No teenage hormones or anything," he humored, "What about that one kid. Flash? Not as a crush, 'cause he sounds like an ass."

"What--how do you? Flash doesn't bully me!"

"I never said he did."

"I--you--" Penny spluttered, crossing her arms and muttering, "Mind games."

"Sure, honey. Now maybe you'll pay attention next time. C'mon, we gotta go meet with your principal."

They stepped out of the car, and he put a hand on her shoulder, doing his best to shield her from the gaze of her classmates as they walked up the steps and into the doors of her school. There were less kids in the office, but they still looked at him in awe as he headed to where Principal Morita was waiting for him.

The man stared at him a little, but he had to give it to Morita for managing to keep it well under wraps, schooling his expression and holding out his hand with a calm, "Mr. Stark. Nice to finally meet you, other than on the phone of course."

"You too."

"And it's good to see you, Penny. How have you been?"

"I've been fine, Mr. Morita. How about you?" Penny responded, shaking his hand as well.

"I've been great, Penny," he turned back to him, "Would you like to step into my office or...?"

"No, no we're good out here. I have to leave soon anyway," Tony excused, "I just wanted to make sure that the security measures have all been put in place. And to talk about her detentions."

"Well, if you ask Mr. Hogan, you'll find that everything is up to standard, as he made _very_ sure yesterday. And her detentions have been cleared, considering the situation. But she is like any other student here and will be given punishment if she breaks the rules again," Morita answered, giving Penny a knowing look, who smiled at him. He had a feeling that Morita might have a soft spot for Penny--she'd mentioned that he liked to help her and her friends out as well as try to come to her academic competitions.

"Perfectly understandable," the billionaire said, because really, it was. If Penny missed another one of her meets, they'd most definitely be having words, and he still needed answers for the first one. He just needed the right time to bring it up--when her world wasn't falling apart. As it was he gave Penny a pat on the shoulder and a reminder to call him if she needed anything, "Love ya, kid. Don't get into any trouble, I'll pick you up at 2:45 on the dot."

"Okay, Tony. I'll see you later!"

He headed to the door and threw, "Don't lose that watch!" over his shoulder as he left the school.

Now he just had to get through the day without Penny... Could he get through the day without her?

* * *

Penny watched Tony go through the door, warning her about her watch, her breathing tight. Now she just had to get through the day without Tony... Could she get through the day without him?

That was crazy. Of course she could! She'd gone plenty of days without Tony, plenty of days at school with her friends and him not even knowing she existed. It hadn't bothered her before, it couldn't bother her now. Besides, like she'd said earlier, it was just school. It was a building that smelled like crap because nobody used deodorant and kids who cared about nothing more than how many people knew their name. Which they did. They all knew her name now.

She wondered how that'd gone down.

_Hey! Did you hear? Penny Stark goes to our school!_

_Really? Who is it!?_

_Penny Parker!_

_Who?_

At least, that's how she thought it might've happened. She wasn't a crazily popular kid. She was the quiet smart kid who was in the nerd club. She wasn't the girl people talked about in the hallway. She wasn't the girl people had on their minds. She just...wasn't popular! And now she was.

"Go ahead and head to your classes, Penny," Mr. Morita ordered kindly, "Let a teacher know if anyone bothers you, okay?"

"Okay, Mr. Morita. I'll see you later!" she responded, and with a deep breath, she headed out of the office and began making her way to class.

She immediately found herself lost in the throng of students stomping their way to class, being swept away as she made her way down the halls. She usually hated it--and she still did--but it was almost comforting, just being another person in the crowd again. She managed to make her way to her locker, winding herself around a couple of cheerleaders and smiling when she saw Ned and MJ waiting for her.

"Hey, Penny!" Ned greeted, wrapping her in a hug, "God it's so good to have a friend back at school."

"Ditto," MJ said, and Penny smiled.

"What? Could you not get along without me?" she asked.

"MJ's scary," Ned stage whispered, making her laugh. She opened up her locker as they continued to chatter, putting a few of the books she didn't need until third period up, and then saying bye to MJ as she and Ned headed to first period, Physics.

She'd been talking to Ned about a Lego set that Rhodey had gotten her, when she felt a tingle at the back of her neck as she walked through the doorway. She stopped mid-sentence to look around the room nervously, freezing in place when she realized that everyone had stopped talking to stare at her. Some gazes were critical, others shocked and disbelieving, and she felt like she was being inspected, scrutinized under a lens and picked apart.

Ned grabbed her arm, dragging her away from the doorway and to their usual table in the middle of the classroom. She was hyper-aware of everyone still staring at her as she walked and then sat down, keeping her head down so that she didn't have to meet their gaze. She distracted herself by pulling her book and school assigned laptop out of her bag, prepping for whatever notes Ms. Warren had prepared for them today.

"So, uh, are you coming to the Decathlon practice tomorrow? It'll be MJ's first since Liz appointed her--"

"Hey, you're Penny, right? Penny Stark?" a voice she only vaguely recognized interrupted. She turned to see one of the more popular boys leaning back against the table of the people next to them, who were watching the situation with poorly hidden interest. She thought his name Jason, or James. Something with a J.

"Uh, yeah, that's me," she responded hesitantly, glancing at Ned in confusion.

"Cool, I'm Jaxon." Jaxon! That was right, he was on the football team. Last she'd heard from the school gossip chain, he'd been dating a cheerleader, "What lunch period do you have? You could sit with me, your table's probably been taken over when you were gone anyway."

"Oh, uh, that's really sweet, but I'm sure my usual seat with Ned is still available," she excused, Ned nodding in confirmation. She felt kinda bad turning him down, he wasn't being mean or anything, but she knew this had more to do with her name more than it actually did with her. Besides, she liked sitting with just Ned and Michelle. It was more peaceful that way.

"What? Is he like your boyfriend or something?" Jaxon asked, his eyes narrowing. She felt herself flush.

"No! We're just friends!"

Jaxon held his hands up defensively, "Fine, sorry. Didn't know that that would offend you. Well, the offer still stands if you want it. I have B Lunch."

"Asshole," Ned muttered under his breath as Jaxon stalked away, sending them a dirty look over his shoulder, and sitting beside Flash, who was watching her with a weird expression on his face. She couldn't quite break down what it meant, but whatever it was, she didn't like it.

Penny turned away from him to face the front of the class instead, letting out a sigh of relief as Ms. Warren got up from her desk, welcoming her back and telling everyone to bring out their textbooks.

This was going to be a long day.

* * *

He wanted to say--to be fair--Tony _had_ gone to a few meetings, even if he hadn't paid that much attention, so he didn't know why he was being punished so with having to be on a call with Adams _and_ Ross. Oh, and Williams too, but he wasn't that bad. A bit of a suck up, a little annoying, but practically nothing compared to the monster the other two were. He was just glad that Fury wasn't here either--that guy was a pain in the ass, even if he was _technically_ Tony's ally.

He also couldn't believe that the other Avengers didn't have to be here either, not that they'd make things any easier, he just wanted them to suffer. At least Rhodey was though, so, small mercies.

"--have made very little progress, practically _none,_ on this terrorist organization," Ross said, his voice hard and gruff, but Tony just gave his hologram a sideways glance, "You'd think that you'd be more on top of this, Stark, since they seem to have a personal vendetta against you."

"Or maybe that's why things are going slow," Tony countered, "I'll get to snapping their necks when I get to it, but I do have more than just myself to care for now. I can't just throw myself into missions."

"If being a father is getting in the way of being Iron Man, maybe you shouldn't be, Stark," Adams said, and Tony rounded on him.

"Oh, who was the one that got their prison invaded and multiple inmates killed by Phoenix? Was that you or was that me? 'Cause I'm pretty sure that was you."

"At least I didn't have my daughter kidnapped right in front of me."

_"Say that--"_

"Alright, alright, everybody just _calm down,_ " Rhodey commanded, and Tony realized he'd stood up, his chair thrown back from when he had shot up. With an angry sniff, he forced himself to sit back down, his eyes narrowed as he glared at the Warden, clenching his fist, "We're not here to point fingers. We're here to get whatever evidence Adams has gathered. So, any leads?"

Despite Rhodey's calm tone, Tony could tell that he was also furious with what Adams had said and was playing the part of the level-headed soldier.

"Thank you, Colonel Rhodes," Williams said.

"Enough pandering," Ross snapped, "What do you have, Adams?"

A hologram popped up, a mugshot next to a still of a recording, the surroundings making him think it was the prison. There was also a photo that looked as though it were of a prison guard from their ID photo. So, multiple leads. Tony leaned closer a bit to get a good luck at the mugshot. It was a woman, with dark hair and skin, looking tired and gaunt and desperate. He thought briefly of Extremis, how so much of it had been desperate people, not crazy members of some terrorist cult. The guard was also a woman, more formidable looking and obviously much healthier.

"These are Josie Jackson and Officer Tory Sanchez. Jackson was the woman who set off the bomb, and we believe Sanchez aided her in giving her the materials and is likely a part of Phoenix," Adams said.

"Where is Sanchez now? No officers were harmed," Tony asked.

"We don't know," Adams responded with an annoyed voice, "If we knew she'd be in prison wouldn't she? She ran off I guess."

That didn't make much sense to Tony. Phoenix had always been so prepared, so ready, one step ahead, always under the radar--why would this woman make it so obvious that she had done it? It wasn't like she could just disappear, not with the Avengers now hot on her tail. Something didn't completely sit right with him.

"We'll put some drones out to look for her. With Parker gone she could be our only lead--until we know whatever Spider-Woman's found that is," Rhodey said.

"Have that _vigilante_ report to you immediately," Ross ordered, "We've gone too long without information and I want to know whatever she does."

Tony didn't want Ross having that information, but he needed it too. Phoenix was going down, one way or another. Maybe he'd talk to Nat, who'd told him that she would be keeping a better eye out for Spider-Woman while he focused on taking care of Penny. It had been less of a request and more of a 'Don't try and stop me' conversation, but he'd been grateful nonetheless. He was a bit too busy to look after the young superhero.

"We'll get on that," he told Ross, "But I want a full file on both of these people."

And he'd get everyone else's at the James Clinton Correctional Facility, preferably without them knowing. Sneaking a bomb onto a prisoner would've been near impossible to pull off alone, not without either a lot of manpower or some help from higher-ups. And hadn't they said everything had been wiped? Things weren't adding up, and he didn't like it when that happened.

"Is this meeting over, by the way? 'Cause I do have to go pick up my daughter from school," Tony snarked, getting up from his seat as Ross rolled his eyes.

"Fine, but there's a press conference this week. Don't miss it." With that the Secretary of State clicked off, his hologram disappearing, Adams following suit, and then with a friendly wave goodbye, Williams too. Pity, he'd been hoping for something from the man, maybe a piece of information, or an insight on what Ross was really up to.

"God I thought they'd never leave. I hate their stupid government asses, yours is okay though," Tony complained to Rhodey, who was looking at him with a small smirk.

"Excuse you, I have a great ass," his friend replied, slapping him on the back, "Better than yours."

Tony acted fake offended, "Well, I was going to invite you to pick up Penny with me, but if that's how you _really_ feel--"

"Shut up, I'm coming along whether you like it or not. Now let's go get my niece."

Tony rolled his eyes, but they headed out of the room together and down to the garage, taking the car he had this morning. Despite the fact that he was driving, he couldn't focus that well. What Adams had said had irked him, but why would he know that Phoenix had taken his daughter? That wasn't public knowledge, more for high-ranking government officials and the detectives who had been on Penny's case. It was possible that Ross or Williams had told him, but why would they do that? Unless they had something to gain from it.

Tony kept it to himself, not wanting to worry Rhodey with it just yet. He'd need harder proof if he thought Adams was involved with anything, but it was pretty suspicious, and something he'd sick Friday on once he was down in the lab.

The car rolled up into the Midtown Parking lot, parking beside the curve just as the bell rang, students beginning to pour out of the doors. The flood of teens made it hard for him to pinpoint Penny in the crowd, especially since she was so short, she was practically invisible in the throng. He and Rhodey stepped out of the parked car, leaning on the flashy model. Kids gawked at them as they walked by, mouths open and whispering.

After a few minutes he began to get worried, thrumming his fingers against the door to try and keep his anxiety and overactive imagination at bay when he finally spotted her. She came out of the door, freezing when she saw him, which was kinda fair he guessed. There was a growing crowd of awed teens milling around him and Rhodey.

He waved and smiled, beckoning her over. With one last look at the school behind her, she walked to the car slowly, as if trying to avoid her fate of having to get in the car with everyone watching. He felt bad. Maybe he should try and come in a more normal car, or he could park a block away from the school, even if the thought made him nervous. He wanted her to be comfortable, and right now she didn't look like she was.

Tony wasn't sure if it was just him though. Penny looked unusually sullen and nervous, glancing around uneasily as she made her way through the crowd and over to him.

"Hey, Pigeon," he greeted, relishing how she smiled a little at the nickname, "How was school?"

"Uh, it was fine. Great, even--can we go?"

He forced himself not to frown at that, instead nodding and opening the door for his daughter. He climbed back into the driver's seat while Rhodey took shotgun. As he began to peel away from the spot they were parked in, he noticed her staring at something outside the window apprehensively. He couldn't tell what she was looking at, not while he was trying to get out of the crowded parking lot, but whatever it was, he didn't like how nervous it made Penny look.

Maybe they should go get some ice cream.

* * *

After first period, much of Penny's day was the same. A lot of whispering and pointing and staring as she tried her best to keep her head down and stick by Ned and MJ. Algebra II had been the worst, because neither Ned or MJ had that class with her, and avoiding people had become impossible. Some snooty girl named Mckayla had sat next to her, asking her about Tony and the Avengers and if she wanted to hang out sometime after school, which had been frustrating to say the least.

It was disconcerting, how many people were willing to come up and talk to her now and act like they were best friends, and it was annoying as hell. By the time she got to lunch and slumped down in her seat she was about one more inconvenience away from losing it.

"Your first day of school must be going great," MJ commented with a quick glance up from her book. Penny sighed, putting the lunchbox Tony had pressed into her hands this morning on the table, making her feel like she was in elementary school again. Especially with the little note he'd left her, complete with a heart and a smiley face.

She'd never admit how much she loved it.

"How many people have bothered _you_ today?" Penny countered, beginning to eat her sandwich, "Because I've had tons! Like, buttloads of people I barely know all just talking to me--which is my worst nightmare, by the way."

"I've been keeping tally," Ned butt in, "We're up to nine people now. I'm betting we can get to fifteen before the day is over."

"Please no," Penny mumbled, making a big show of resting her head on the table, and Ned just laughed.

"I think it's amazing! You must've been invited to three parties by now--which one do you think we should go to? I think David's would be more rowdy, but really fun, while Claire's would be--"

"I don't want to go to any parties, Ned," she interrupted, "Besides, I don't think Tony would let me. He barely even let me go to school. You should've seen him this morning! I didn't know Tony Stark could freak out so much."

Ned opened his mouth to say something when she felt an approaching presence behind her, her sixth sense went off a split second before she felt a tug at her loose hair. It was quick and barely got a grunt out of her, but she still gawked as she turned quickly to find Flash walking away from her, throwing her a sideways glance over his shoulder.

It wasn't like she wasn't used to it, Flash loved to pull at her hair--especially when it'd been longer--and trip her up, poke fun at her and get laughs out of their classmates, but it was kind of strange he was still picking on her. It wasn't that she couldn't handle it, or that she was going to go running to Tony at the first sign of inconvenience, but it was definitely weird that he had still decided bullying her was the best course of action.

Before, she wouldn't have been able to do anything about it. Flash's parents were huge donors and as such the boy could get away with basically anything, and he'd been bullying her since middle school anyway, she was just used to it. Now though, she had to have some kind of influence too, one that would make it harder to get away with picking on her. Still, she wasn't going to worry Tony about it, he had enough on his plate as it was without having to worry _even more_ about his kid who had nightmares and had to go to therapy and just caused all kinds of disruptions.

"What is his problem?" Ned asked, but she just shrugged, forcing herself to take another bite of her sandwich. She listened to the boy go, the sounds of other boys congratulating him making her think it had been some kind of dare.

"He's just a dick," she responded. And he was. For the rest of the day in fact. It seemed that wherever she went, Flash was always there to do something to try to get a rise out of her. She let him trip her and pull at her hair, well aware that she could throw him through the nearest window without so much as breaking a swear, but still allowing it. It wasn't like she enjoyed it, in fact, she hated it, but she wasn't going to go crying to Tony over something that had been happening for years, and she wasn't going to abuse her powers, no matter how much she wanted to.

By the end of the day Penny's head was aching from being pulled at so much and she was sure she had bruises on her arms from every time she'd fallen. She was just glad she was wearing long sleeves, because she knew that Tony would notice and start asking questions immediately, and she didn't want to have to make him deal with her.

The teen waited behind for the flow of students to rush out before she started to pack up her things where she was in the library. She'd finished up her work in Political Science early and had asked to go to the library, where she had finally been away from Flash for a blissful fifteen minutes. And now she wouldn't have to see him until tomorrow, so things were looking up.

She packed up her bag and headed out of the library, waving at Mrs. Garcia as she did, and made her way down the halls. There were still a few students milling around, those who had practice or clubs or something, and they stared at her as she passed. She walked as quickly as she could, keeping her head down. She was so close to the door when her senses spiked again, and with a resigned sigh that she managed to keep in, she felt another tug at her hair.

This one was harder than before, yanking her head down as well and she unwillingly let out a yelp. Flash passed her, smirking, "Sup, Penis."

She huffed at him, but managed to force her way out of the door before him, freezing when she saw the still huge crowd of students all circled around two figures and a bright red and gold car.

Tony spotted her first, waving and smiling--but not like _Tony,_ more like Tony Stark--beckoning her over. She glanced skittishly over her shoulder to where Flash was broing it out with some friend of his, smiling triumphantly and smirking at her when he caught her looking at him.

Penny finally headed out the door and down the stairs, every step slow as eyes began to turn away from Tony and Rhodey to look at her. She didn't mean to be slow, in fact, she wished she could hurry up and get in the car, but she felt frozen, and really it was a miracle she was moving at all. Still, she eventually managed to make it over to where her dad and her godfather were waiting, Tony greeting her.

"Hey, Pigeon. How was school?"

"Uh it was fine. Great, even--can we go?"

She didn't miss the way his face twitched, as if forcing down a frown, as he held the door open for her, allowing for her to climb inside. She turned to look out the window just as Tony began driving away, her eyes locking onto Flash's. She didn't know what it was about his expression, but she knew her time at school was about to get worse.

**Notes for the Chapter:**

> Quick warning, I'm starting school now and so will be a lot busier and have less time to put into this. I'll still be trying to get out constant updates because I do love this story, but if I end up missing a Saturday or two try and give me some grace. I've got a bunch of APs this year, so yeah. I'll still try to get stuff out, but be prepared that I have nowhere near as much time on my hands. Kk, larb you guys <3<3<3


	31. The Bully

**Notes for the Chapter:**

> SCHOOL IS A BITCHHHHH I DID LIKE NO WRITING THIS WEEK AND ITS THE FIRST FUCKING WEEK, but luckily for you, i wrote this one a month ago, so it's nice and long. Enjoy!!!

Her time at school did indeed get worse. Over the next few days at school Flash went from tugging her hair and trying to trip her up to purposely bumping into her and slapping her books out of her hand. It wasn't horrible though, so she still didn't go to Tony about, which Ned had thought was insane.

"Are you really not going to report him?" her friend had asked, flabbergasted.

"No, there's no point," she'd responded, "He's literally _just_ pushing me around--I can deal with that. Besides, if I go running to Tony about it he'll just go pick on some other kid instead of me--and Tony already thinks I can't handle _anything_. I can take whatever Flash throws at me, other kids might not be able to."

"Of course this links back to your guilt complex," MJ had said.

"I don't have a guilt complex," she'd muttered.

"Yeah, and your dad isn't Tony Stark."

Penny hadn't been able to come up with a response to that other than muttering "I don't have a guilt complex," again.

She made her way through the rest of the school day in resignation as Flash continued to tug at her hair and push her around, even kicking her chair during class where he sat behind her. She still didn't say anything, just tried not to let it bother her as she was released by the sound of the bell and headed out the doors. Finally safe.

Flash would never pick on her where he could be seen doing it, well, by adults anyway, he always found it more fun when there was a crowd. So she was able to make her way to Happy's car with Ned and MJ, waving her friends goodbye, as well as doing her handshake with Ned.

She slipped into the car, greeting Happy, who only grunted back in response, and took out her homework. She'd be doing some training with Natasha when she got back to the tower, and Tony had said he'd wanted to show her something in the lab once he got out of his meetings.

The ride back to the tower was smooth, only punctuated by the sound of classical music on the radio and the soft scratching of her pencil. As well as the familiar sound of New Yorkers honking and yelling. By the time they arrived back home she'd finished her chem and math homework and all she had was a worksheet for English that she'd finish later.

"Bye, Happy. Thanks for the ride!" she said, stepping out of the car and into the elevator, waving at him goodbye, though he didn't wave back. She didn't think he liked her very much.

Friday took her up to Tony and Pepper's floor, which was empty of both of them. Pepper was generally always at some kind of meeting or presentation, and Tony had been dragged away for some Avengers meeting thing. She thought it might be about that mission in China that Rhodey had mentioned, but she couldn't be sure. Either way, the cats were there to greet her, and she'd be sparring with Natasha in less than an hour.

"Hey, babies," she greeted the cats, who mewled at her in response. Duchess stretched from where she was curled up on the back of the couch, unwinding herself slowly, while the kittens scampered off of the kitchen table where they'd been playing and over to her. She scratched their chins, "How was your day? Do anything fun?"

Robin meowed at her.

"Yeah, me neither."

She walked over to the dining table, slinging her backpack off of her shoulder and was about to place it at her usual spot at the table when she stopped, staring at the covered plate sitting in front of her chair. Penny placed her bag on the floor instead, hesitantly reaching out to pick up the note next to the plate.

_Eat your snack, kid. I'll know if you don't._

_-TS_

_PS. It's covered so the munchkins don't swipe it._

She smiled, taking the covering off of the plate to reveal the snack. There was cut fruit, cheese, crackers, and a dollop of peanut butter. The teen rolled her eyes at the childishness of the snack, but took the plate anyway, throwing away the paper towel that had been on it and began to do her homework at the table.

* * *

"You're the worst."

"And you're distracted. More so than usual."

Penny glared at Natasha from where she, once again, lay flat on her back, covered in sweat and her stomach aching from the amount of times she'd been hit. The woman had come and grabbed her after she'd finished her homework and her snacks, meaning she'd been in the gym for a couple of hours.

She accepted Nat's hand, allowing herself to be pulled up begrudgingly, and muttered, "You're distracted."

"I'm never distracted," the woman responded, repositioning herself defensively, and Penny copied her. They began fighting again, and she allowed herself to get back into the rhythm, "You definitely are though. Do you want to tell me what it is?"

"Can't tell you what it is if there's nothing annoying me."

"I never said annoying," Natasha pointed out, and then Penny was on the floor again, grunting, "You're too predictable."

"In fighting or conversation?"

"Both."

"Yep. Makes sense," she muttered, dusting herself off once she was back on her feet again.

"Break time," Natasha said, leading Penny over to a bench where their bottles of water lay, as well as a bag of crackers the woman had brought down. Tony had really made sure everyone cracked down on the making sure she ate thing. They sat on the bench side by side, and Penny had to be honest, she was glad that Nat knew she was Spider-Woman.

It was like when Ned and MJ had found out. After keeping her activities a secret--after keeping _herself_ a secret--it had been such a huge relief, to have people accept her for what she was. What she had become. And now Natasha knew too, and she accepted her and she helped her and she couldn't be more grateful. Especially for all the help the Avenger had given her on being a good superhero and keeping her identity secret. Though the latter had an expiration date.

The teen wondered how Tony would react when he found out, or how she'd even tell him, or when. It wouldn't be any time soon that was for sure. Not that she doubted he loved her--he said so everyday, so meaningfully and always accompanied by a smile or a light touch to her shoulder--but she knew it would freak him out. And if he freaked out _she_ would freak out and it would be a mess of a confession. There was also the fact that she'd been lying to him for a while now about who she was. Had been sneaking out and hacking into his stuff and going behind his back, evading every protocol that was meant to keep her safe.

But the fact was that she could keep herself safe, that she was arguably one of the strongest people in the world (she didn't quite know the extent of what she could do), that she was capable and she could deal with a lot. She could deal with arm deals and robbers and weird cult soldiers and _Flash._ She obviously wasn't going to fight Flash like she did as Spider-Woman, he was just a kid after all, but she could deal with him, had been for years. With his bullying and his torment and his stupid nicknames and even with the way she heard him whisper nasty things about her into other students ears. Things that made them laugh or make a face but made her want to throw up.

"You're doing it again," Natasha warned, snapping her from her thoughts.

"Doing what?"

"Being distracted. You have a very noticeable 'deep concentration face.' So, spit it out."

"There's really nothing wrong, Nat--"

"Spit it out, Penny."

Something in the way she said it, forceful yet persuasive and understanding made her stop in her tracks. What was Natasha going to do anyway if she told her about Flash bothering her? Kill him? But that seemed like a bad idea and hard to get away with, even for an Avenger. She might tell Tony, but Penny didn't think she would. She hadn't told her father about her being a super vigilante after all.

"There's um--there's this kid at school and he's uh, he's kind of an asshole. To me."

"Eugene Thompson?"

Her eyes widened in surprise as she whipped around to look at the woman, "How do you--have you been _spying_ on me!?"

"No. Not anymore anyway. Me and Sam were tasked by Tony to keep an eye on you when you went to D.C. and we noticed that kid picking on you. They had his name displayed at the competition, so it's not like it was hard to figure out."

That was new information. But everyone had known about her since August 10th, so it wasn't like she should be surprised that Tony was watching her while he tried to figure out a way to get her away from May, but it was still a little disconcerting that she'd been followed while on a school trip. A plus was that she had managed to sneak past the Black Widow and the Falcon without them noticing, so there was that.

"Yeah...yeah, he's been bothering me. Just uh, typical stuff. Kind of an asshole, makes fun of me, nothing huge," she told the woman, and her eyes narrowed in response.

"Are you going to tell Tony?"

"I--no, I guess not," she started, hurrying to defend herself at Natasha's critical gaze, "I'm not going to go running to him for every little thing. He's busy! He has other things to worry about than typical schoolyard bullies. Besides, he already thinks I can't handle myself, I'm not giving him another reason to think so."

"You really like keeping secrets, huh?"

"No! If I could tell him these things I would, but I just--I just can't," she muttered, feeling a wave of guilt wash over her. Tony was so nice to her, so honest and trusting--and she'd done nothing to deserve it. She lied and went behind his back and was just about the worst daughter ever. A flash of fear replaced the guilt, reminding her of what happened when she wasn't a good daughter. How many people she'd lost by lying and yelling and not being good enough to save them.

"Fine," Natasha said, once again breaking the teen from her thoughts, "I won't tell him. Whatever weird trust issues the two of you have going on, I'm not getting in the middle of it. But if it gets worse, will you at least come to me for help?"

"Come to you?" she repeated, confused, and Nat nodded.

"If it escalates and gets worse. I promise I won't kill him, but I'll get something about it done, okay?"

"Okay."

She smiled and stood up, "Good. Ready to get beat up again?"

Penny groaned in exasperation.

* * *

She did not, in fact, go to Nat when things escalated.

Flash no longer just pulled at her hair or bumped into her (though he still did that too), but he began taking things of hers. It started with stealing pencils and pens out of her bag, and what was the point of complaining about that? She had plenty of those, and it wasn't like it was actually that big of a deal. That started on her second week of school, and every couple of days he'd take something new, something a little bit bigger and important.

After pens and pencils, it was paper and sticky notes. Then it was her whole pencil case. Then her water bottle. Then the snacks and the note Tony had packed for her. That one she didn't tolerate more than once. He'd taken it while she was in the bathroom and she hadn't noticed until she'd gotten to lunch, swerving around to find Flash smirking at her from his own lunch table, as well as a few other popular boys snickering at her. Her lip had curled in contempt, but she let it slide, instead taking her bag with her whenever she to the bathroom so he couldn't take it anymore.

That, it seemed, had been the wrong choice. Furious with her tiny shred of fighting back, he only got worse, especially during Decathlon. Or maybe not especially during Decathlon. It was hard for him to do much to her when she always sat so close to MJ and Mr. Harrington, and while he wasn't the most observant teacher, he definitely kept a closer eye on her than she usually did. Probably thanks to Tony. And, well, MJ was just a badass. Which was reinforced on Friday when Flash had been picking on her out in the hallway between class changes.

He'd been just a bit behind her, but basically walking next to her. Ned hadn't been with her, since they hadn't had their last class together, and though MJ usually was, she'd gone to the bathroom just before class ended. So, she'd been alone, which was probably why Flash was being so bold with his bullying tactics. Such as basically yelling in her ear about how awful and annoying she was.

"Y'know, you're only back on the team 'cause of who your daddy is. Daddy's money and all that," he scorned, as if his own father didn't pay for Flash to get away with literally anything. Still, she didn't say anything, just pressed her lips together and furrowed her brows, squeezing onto her books a little harder, "That's the only reason why you got that internship anyway. It was just your dad."

She ground her teeth, shooting him a nasty look and trying to speed up, but he kept pace with her, smirking vilely.

"I mean, the only reason you're still in this school is because of him. Your 'scholarship' would've run out eventually, I mean--"

"Do you ever fucking _shut up?"_ came an aggravated voice from in front of the two. Penny and Flash both looked up to see MJ stomping towards them, her expression furious. And honestly, she'd never been more terrified...it wasn't a bad feeling though.

"Hey!" Flash responded, "Watch who you're--"

Michelle cut him off, getting up in his face. By this point the entire hallway had stopped to watch the interaction that was really more between Flash and Michelle than Flash and her.

_"What?_ Do you think you're so important that you can just go around swinging your peewee sized dick everywhere?" MJ demanded. Flash turned red and several students 'ooed.'

Flash, unable to come up with any kind of reasonable or witty comeback, pushed her.

MJ, while a badass, and a good bit taller than Flash, was not much of a fighter, and so stumbled back at the impact. But she didn't look shocked, or even bothered, by the sudden change, her face as stony and raged as possible. Students gasped at the scene unfolding in front of them, and Penny wanted nothing more than to jump in between the two and protect her friend, but she couldn't get her legs to move. It almost didn't matter that her legs had turned to jelly as she was pushed behind kids chanting for more violence.

Everything was starting to get too loud, too boisterous and noisy. The bodies crowded around her were too hot and restraining, forcing her back and into the middle of the crowd at the same time. Penny tried to call out MJ's name, but it was lost in the loud chants of her fellow students, blown away as though she'd never said anything. And really, wasn't that how it always was?

Her friend immediately responded with a punch that missed his nose but landed on his cheek heavily, sending Flash flinching back. He clutched a hand to his cheek, tears of pain welling up in his eyes, and he made a move to hit at Michelle again when there was more yelling. It was deeper and panicked and very clearly a teacher. Several.

"HEY! BREAK IT UP!!" came the voice of a teacher she didn't recognize. He was old and bald, forcing his way through the crowd of kids, who began streaming by like water in a river, clearly trying to avoid trouble. Penny, however, kept her feet firmly planted where they were, trying to force her way to MJ and Flash.

Flash was crying hard, and while the sight was unusual it wasn't completely unheard of. It was pretty well known among the student body that Flash would instigate fights and then get other kids in trouble for it, and he was pretty good at it.

"--I was just talking to my friend and she came up and got in my face! I tried to get out of the way and she just punched me!" Flash cried indignantly, and MJ crossed her arms, pursing her lip and giving the boy a disbelieving look.

"Friend? You were literally bullying her, but I don't deny hitting him, even if he started it."

"Miss Jones, your actions were reprehensible, and how do you know that they weren't friends? Boys tease, that's just how they are," the teacher reprimanded, and Penny didn't know if she'd ever seen anyone be more angry.

"That is some sexist bullshit," MJ responded.

"Office. Now," he ordered, pointing in the direction, "Eugene, go to the nurse's office. You can go home if you want."

MJ began walking towards the office, her head held high, and Penny suddenly regained control of her legs, rushing after her friend and putting a hand on her shoulder, which was a little hard considering the height difference, "Are you okay? I'm so sorry, you didn't have to--"

"Yeah, I didn't have to, but I did, so don't worry about it," MJ responded.

"But you're in trouble now! Flash is totally going to get you suspended," she bit back, "You didn't have to do that, I was fine, he would've left me alone once we got to Mr. Barber's class."

"You were not fine, you literally looked like you were about to cry." Had she? She had been upset, sure, but not enough to cry. At least, she hadn't thought so, "Besides, loser, he's a jackass anyway. I'm glad I got to hit him--it felt amazing."

"Michelle--"

"Just go to class, Penny. I'll text you later if my dad lets me keep my phone."

And then she turned to go to the office, leaving Penny standing there in the empty hallway. She felt so awful, letting MJ fight for her when she could fight so well, when she had pull and Tony would've kept her from being suspended if she'd fought back. Maybe if she went and told Mr--

"Hey, what are you doing in the hallway?"

Well, she guessed she wasn't going to get very far with that. Taking a deep breath, she turned around and allowed herself to be led to her next class, leaving MJ behind.

* * *

Michelle ended up getting a three day suspension starting on Monday, and Penny couldn't explain in words how sorry she was that she'd allowed her friend to do that for her. She'd gone to Principal Morita once school had ended and had tried to explain the situation, but he'd brushed her off and told her that MJ's punishment had already been given, and that she _had_ thrown the first punch. Never mind that Flash had pushed her first. Apparently the punch was a million times worse.

It was frustrating to say the least, and Penny found herself missing Michelle a lot. More selfishly in the classes that she didn't have with Ned but did with MJ, leaving Penny completely alone and having to face the stares, whispers, and faked cheeriness from her classmates. She felt so awful that that was the time that she most missed her suspended friend, but she missed the girl's unending confidence and silent yet comforting assurance.

Flash had, as usual, gotten away scot-free, getting no suspension and serving no detention. He didn't even get a write up, and she knew for a fact that MJ had been instructed to write a two page letter of an apology. Whether she would actually do it or not was the real question, but Penny had a sneaking suspicion that no such apology was being made.

So, now with even less company at school, and still refusing to tell Tony even a shred of what was going on in the hallways of her schools, Flash had gotten even more confident. Even more daring. It wasn't turning out so well for her.

She was in the hallway by herself when it happened, and she'd just wished Flash had picked literally _any other day._

It had been a bad day, which happened sometimes, not because anything bad had happened, just because it was. She'd woken up and the world had been wrong, off of its axis and spinning too fast. It had been harder to push down her grief that day. Her anxiety, her loneliness, her fear; They were all at the forefront. So any other day, she didn't think it would've bothered her that much. But today...

With the loss of her third water bottle (all three having been stolen by Flash, and she refused to ask Tony for a new one, not for another few weeks, lest he get suspicious) she'd taken to drinking water from the fountain in the hallway. Penny was out on a hall pass, coming back from the bathroom and about to head back to Algebra when her senses spiked a little.

She immediately stood up straight, staring warily at the boy making his way towards her. He had his usual superior look on his face, a dangerous glint in his eyes. Well, dangerous for Flash. He was an asshole, but it wasn't like he could actually hurt her. She lived with the Avengers, she was being trained by the Black Widow, Iron Man was her father. They were strong, she could be strong too.

"Hey, Penis," Flash greeted rudely, stopping in front of her and grinning, "How's the water fountain?"

"Leave me alone, Flash," she responded, moving to leave, but he stepped in front of her again.

"What? Going so soon? Running home to Daddy?" he mocked. She didn't say anything, just tried to move around him again. But, of course, he once again blocked her way, "Do you even call him dad? He probably wouldn't even want some bug-eyed weirdo like you to call him that anyway. And what do you two even do, just stare awkwardly at each other? I bet--"

"Shut up!" She hadn't meant to yell, but that had struck a chord, and she was horrified by the wet feeling in her eyes. Because, well, she didn't call him dad. She didn't know how to connect with him. She didn't know if she was even what he'd had in mind for when he'd had a kid. Tony had been in college at her age, had already been known in the field as a prodigy and a master engineer, knew how to act around the press and exactly what to do. And here she was; in high school, dealing with a typical schoolyard bully and crying about it.

"Ooo, looks like the penis finally grew some balls, huh?"

"Just leave me alone."

"No, no 'cause I'm right, aren't I? You _don't_ call him dad! Ha, even when you're not an orphan you don't have a father," he taunted. Finally having enough, Penny moved to leave again, except when Flash went to block her this time, she fought back.

One shove was all it took and he was stumbling, practically flying back, into the walls. He hit it with a dull thud and a yelp. Her heart stopped for a second. She wasn't supposed to use her powers on Flash! They were for bad people, for those in need, not for her to use at her slightest inconvenience. Not for her to use to hurt people!

Flash blinked dazedly, looking up at her confused and shocked before locking eyes with her and shouting, "What the hell is wrong with you!? Are you trying to kill me!!?"

"I-I'm sorry!" she stuttered, watching him as he stood up, a grimace clear on his face, "I--I didn't mean to--you just wouldn't move and--"

"Shut up! I'm telling!" Flash whined before running off, sounding remarkably like a first grader. And, like a first grader, she felt scared. Not particularly of getting in trouble, that part she was used to, but more of how Tony would react. She had hit another kid, not in self defense, but in anger, and not only that, she'd hit him harder than someone her size really should be able to. She hadn't thrown him or anything, but it would still be suspicious.

What if he found out who she was, or rather, _what_ she was? She wasn't ready! Wasn't ready for him to know, know that she was wrong and freakishly strong and dangerous. What if he didn't love her anymore? What if he didn't want her to stay around now that he knew and--

She had to calm down. That was stupid. Tony was friends with the Scarlet Witch and Vision and tons of other strange people like and unlike her. The fears still nagged at her though, still festered and cried for attention, for fuel to grow bigger and stronger. And when the fuel they searched for was fear, it wasn't hard for them to still encompass her mind.

Penny had already lost everyone else. She couldn't lose Tony too.

She needed to get out, needed to go and do something. Something that helped and didn't hurt, something that would keep her moving instead of sitting in class--or possibly the principal's office--worrying. Instead of forcing Tony to leave the important meetings and Avengers business. He had more to worry about than just her.

Forcing her legs to move, she dashed to her locker, which was thankfully just a hallway over, and no teachers or hall monitors managed to catch her. She did pass by another student at one point, but they paid her no mind.

The teen took her bag out of the locker, stuffing her lunchbox, watch and, after a moment of thought, her phone as well. Tony had made it and he could 100% use it to track her like he could the watch. She just needed to be back before Happy came to get her at 2:45 and she'd be fine. Nobody would have to know. Besides, it wasn't even 12 o'clock, she'd be fine!

Penny, by some miracle, managed to leave the school unnoticed, jumping over the fence outside and running over to the nearest alleyway and shoving the suit on as quickly as she could, stuffing her bag under the dumpster and praying that it'd be there when she came back.

"Good afternoon, Penny," Karen greeted the moment she pulled the mask over her face, "It is currently 11:42 AM on a Wednesday. Why are you not in school? Your heart rate is also elevated and you appear to be coming down from a panic attack. Would you like me to contact an Avenger?"

"I, um, that's okay, Karen. I'm alright. Just a little--a little freaked out. Thought I'd help around the neighborhood for a couple of hours, so I'll be back before school ends. You're, ah, not going to tell?"

"No. My primary directive is to keep Spider-Woman healthy and active, none of my coding for you includes skipping school."

"Oh. That's good then," she responded. She guessed Tony hadn't thought she was in high school when he'd programmed the suit, "Um, can you help me like, fix some footage. It'd be bad if people saw it."

"Yes, I can break into whatever you need. Would you like to code it?"

"Absolutely, and, uh, is there, um, any crime going on? I just--I need a good distraction."

"Of course, Penny."

* * *

Karen was a literal, God sent, saint. Like, the best thing to ever happen to her.

She knew where all the best crime was: Robbers, drug deals, fights--it was an unusually busy day, and even when it did get slow, Karen kept up a steady stream of conversation. It was good, distracting, and exactly what she needed. Any moment too slow had her breathing too hard and too fast, her mind going into places she didn't want to go to.

"Congratulations, Penny. That is your third mugging of the hour," Karen congratulated, her voice actually proud. Penny felt a ghost of a smile tug at her lips at the praise, sending one last glance at the man she'd webbed up before swinging away.

"Thanks, Karen," she gasped, shooting another web and doing a cool flip, "Anymore crime?"

"There are several reports going through on the police scanner," her AI responded, "But I do believe you should take a break. You are showing signs of low blood sugar and more physical exertion could result in you losing consciousness."

"What? But I had such a big breakfast! And it's gotta be barely past lunch."

"Actually, Penny, it is currently 3:01."

Penny missed the web she shot, the web flying past the building she'd aimed at and causing her heart to leap through her throat as she tried to right herself in midair, only barely managing to stick onto a different building, grunting at the effort.

"3:01...?" she whispered. No. It couldn't be 3:01. She'd barely done anything. If it was 3:01 that meant that Happy had been waiting for fifteen minutes and that he was going to tell--

The familiar hum of the Iron Man suit suddenly reached her ears, and she looked up to see the suit about a hundred yards away. Flying in the direction of her school, War Machine only a few feet behind.

Oh _shit._

* * *

Tony had been in a meeting when he got the call.

It was a government one, though Ross wasn't part of it, thankfully. It was more for them to give information on Phoenix or to be prepped on a couple of upcoming missions. Everyone else dutifully listened while he messed with his phone. Penny would be in her last period now, with the teacher she said never paid attention or cared about what the students did, so he'd taken to texting her during that class every once in a while. Usually she responded back immediately or within the first few minutes, but it had been nearly fifteen now and he was beginning to get worried.

He tried to push it aside. She was at school, Happy would be getting her in twenty minutes, Friday would've told him if something had happened. News reports on her school and suspicious characters were always under review by his AI. So he tried not to worry, pushing his phone in his pocket and trying to listen to whatever the hell the speaker was droning on about, but his thoughts kept straying to Penny.

What was she doing? Why hadn't she responded? Was she mad at him? Was she in danger? How had she gotten in danger after he'd put so many protocols in place? If she was in danger why hadn't the panic button he'd given her been used? Had it been too obvious?

Thoughts like that swirled in his head, oppressive and tiring as he tried to focus on literally anything else. It wasn't like he wanted to _not_ worry about Penny, or that that was even possible, but he knew that if he let the thoughts overpower him and convince him to fly down to Midtown, he'd just freak Penny out. Probably embarrass her too. He just needed to give her space and not focus on--

His phone began ringing.

Several heads turned his way, and he tried to give his best apologetic glance (he doubted it worked in the slightest) as he fished his phone back out of his pocket, frowning when he saw Happy's face on screen. He should be on the way back to the tower with Penny by now. Why was he calling?

"Hey, Hap," he answered, tucking the phone under his ear, "What's up? The munchkin giving you some problems?"

"She's not here."

_"What?"_

"She's not here," Happy repeated, and he could feel himself panicking. He shot up out of his chair, ignoring the surprised and annoyed looks thrown his way as he left the room and stepped out into the hallway. Rhodey followed behind him, making up some BS excuse and Tony silently thanked his friend.

"What do you mean she's not there? You were supposed to pick her up fifteen minutes ago!" He felt a hand on his shoulder, glancing over at Rhodey, who was looking at him with concern and worry, clearly wondering what was going on. He put the phone on speaker.

"She never showed up to the car," Happy responded, panic bleeding into the man's voice as well, "I'm in the school now with the principal. She didn't show up to any of her classes past third."

"She never--"

"We're heading over now, Happy. We'll be there as soon as possible." Rhodey interrupted, pulling at his arm and beginning to drag him down the hallway. Instinct finally kicked in and suddenly the two were speed walking towards the nearest window, "We taking the suits?"

"Of course we're taking the suits, what kind of question is that?" he snapped back, and then he was encased in a suit of armor, the padding and metal familiar as he shot through the sky. Rhodey's suit, silver and gray, kept up with him the whole way as they flew to Midtown High, "Friday, track her watch."

"It's still at the school, Boss. Her phone too."

No. He'd thought--the trackers--they were supposed to keep her safe! He was supposed to keep her safe! To keep her from getting taken or hurt and now she might be...he couldn't even think about it.

It was like tunnel vision.

_Get to the school, find Penny. Get to the school, find Penny. Get to the school, find Penny._

God, what was he going to do if he couldn't find her?

The thought was unimaginable. Losing her the first time was enough. Losing her the first time had been _too much._ He couldn't--he couldn't take anymore of that. And what would happen to Penny? You couldn't trick a fifteen year-old like you would a four year-old. Would they kill her instead? Torture her and leave her for dead?

His thoughts were cut short when he landed at the front of the school, scrambling out of the suit and putting it in sentry mode, Rhodey doing the same next to him. Principal Morita and Happy were there waiting for them, both looking frazzled and worried.

"Anything new?" Tony asked, forgoing a greeting.

"Her phone and her watch were both in her locker," Happy said, passing him the items. Tony took them but couldn't bear to look at the gifts he'd given his daughter, instead shoving them in his suit pocket.

"Ah, we called her friend, Edward Leeds. He said she never showed up for lunch, and her third period teacher said she'd been out on a bathroom pass but never came back," Morita stuttered.

"What about tapes?" Rhodey asked.

"Wiped," Happy responded, and Tony had to force himself to take a breath in, however shallow and short it was. It was still something. He was still technically breathing.

"Wiped how?"

"On a loop," Happy said, "Just an empty hallway, but it doesn't match up with time frames of when students should've been going that way."

Looped. He could work with that. Looped didn't always mean the footage was completely gone, and he was Tony Stark. He could hack into anything.

They all headed inside, Morita escorting him to the screen that displayed all of the recordings from the hallway. It was currently playing the tampered footage, around 11:30, and he could ever so subtly see when the loop began again. It was pretty well done, and would be very hard to notice if not for his trained and focused eye.

The billionaire began tapping on the keyboard, grabbing his phone out of his pocket and laying it next to the computer where holograms started popping up, showing code and deciphering the real image. He doubted it would take too long, but there were a few different cameras and loops to go through, and all the while he was choking down panic and fear. It'd blind him, consume him, if he let it, and it was getting hard to keep it at bay.

Penny's watch and the phone seemed to thrum in his pocket, distracting and taunting, like they were reminding him it was his fault. But he didn't need the reminder. He already knew. If he'd just kept her home longer, kept her safer, hadn't allowed for her to be taken in the first place, had--

"Penny?"

Tony whirled around at Rhodey's soft voice, choking down a cry of relief at the sight of his kid. She looked pale and tired, her eyes downcast and her head hung guiltily, but she was _alive._ Alive and unhurt and in front of him and--

In so much trouble.

He rushed over to her, placing a hand on her shoulder and moving to cup her cheek, but she flinched away, a choked whimper escaping her throat. Something...something had happened, but he couldn't stop the anger--the fear--that made his voice quiver, that made his left arm shake, "Penny. Oh my God, Penny. Where the hell have you been? You left your watch _and_ your phone in your locker. The watch I gave you _specifically_ to keep you safe and you _left it!?"_

Penny opened her mouth to say something but all that came out was a quiet croak that made her clamp her mouth shut. He sighed, resisting the urge to put a hand to his brow.

"Okay-- _okay!_ \--we'll talk later. We're going home now," he said instead, trying to keep his voice under control, but it was still painfully obvious how furious he was. He waved a short goodbye to Morita while he walked out. Rhodey kept stride with him, Penny trailing behind and then Happy taking up the rear.

Friday had thankfully already sent a car his way and he only had to wait a few minutes as it rolled up. Tony and Rhodey both sent their suits back to the tower, Happy climbing into his own car while he got in his. Penny slipped into the back seat of his flashy Audi, and Rhodey got in the shotgun, glancing between him and Penny with an unreadable expression.

He sped out of the parking lot and onto the road, ignoring the honks he got, and began making his way to the tower. His knuckles were white on the wheel and he was so stiff he was sure his bones would break if he didn't calm himself down. But he couldn't. He just couldn't breathe properly and couldn't stop thinking about Penny. About what could've happened to her. About how she'd left school, left what he'd given her to keep her safe, and how she might've almost left him.

He could've lost her, and the thought only made his heart beat faster.

* * *

Penny had fucked up. That much was obvious by the stony silence coming from Tony in the seat in front of her, by his breathing, shaky yet robotically controlled, like he was holding himself back. Rhodey was much less tense though, sending her worried glances from the mirror which she ignored from where she was curled up, hugging her knees to her chest.

She hadn't meant to be a problem. She had most definitely left school on purpose, but she hadn't meant to stay out that long and she certainly hadn't meant for Tony to find out. She'd just meant to be on patrol for an hour or two, and for no one to notice. She had even planned on going into the school records and changing her attendance to show that she was in class. Obviously, that had gone very wrong.

She was trying to keep herself from crying, and she felt mostly successful, since there weren't any tears on her face. In her eyes was a different story, but still, a win. She couldn't keep herself from shaking though, shivering and breathing roughly and much too shallow, her heart beating erratically.

About fifteen minutes into the drive Rhodey gave her and Tony one last final glance before firmly saying, "Tony, pull the car over."

"What? I'm not--"

"Pull the car over, Tony."

"Where? _Where,_ Rhodes?"

"On the side of the street! What, you don't know how to park? Just pull. The car. Over," Rhodey demanded, and with an angry huff, Tony did, parking the car on the side of the street.

"There! Happy?" Tony asked, sounding anything but.

"Come on, out of the car," Rhodey said, getting out of the car himself. Penny watched the two out of the corner of her eye as they got out, standing out on the sidewalk and talking lowly, probably so she wouldn't be able to hear, but with her powers it was as if they were right next to her.

"What the hell is this about?" Tony demanded, his voice stressed.

"It's about you being an asshole," Rhodey responded, "Something clearly happened and you're just going to _ignore her?"_

"She wouldn't say anything!" Tony defended, and she curled into herself deeper, "I'm not ignoring her, I'm just--I don't know. I need a moment to cool down."

"Yeah, well, your moment's over. Go in there and talk to her."

"What the hell are you going to do?"

"There's an ice cream place not too far from here. I'll be back in ten." With that, Rhodey turned on his heel and left, she guessed to go get ice cream. She heard Tony sigh from where he stood outside the car door before he opened it and slid in. The girl still didn't look at him, didn't even react as he scooted closer.

"Hey, Pigeon," he greeted softly, and Penny raised her head slightly to look at him, peering at the man through her eyelashes, "I-I'm sorry for how I acted earlier. I was just, _scared,_ that I'd lost you again, and I took it out on you. So, I'm sorry for being a dick."

Penny huffed and he gave her a strained smile.

"Hon, level with me here. Why did you leave school? You don't seem like the type to skip."

Penny opened her mouth to speak, but once again, all that came out was a croak, and then tears. They slipped down her cheeks and onto her neck, no matter how hard she rubbed at her eyes to try and get them to stop. Why was she crying? Why was she _always_ crying? She was fifteen, not five! She shouldn't be, shouldn't be--

Tony enveloped her in a hug, his arms wrapped around hers tightly, cupping the back of her head and allowing her to lean into him, "Hey, hey. It's okay, it's okay, it's okay. You're okay." He began rocking her slowly. Back and forth, back and forth, back and forth, "I'm not mad, I promise I'm not mad, Panda."

She nodded into his shoulder, some of her anxiety slipping away. He wasn't mad and he was comforting her and maybe everything would be okay. But it wouldn't be, because May was dead and people wouldn't stop talking about her or leave her alone and she had no idea how to tell Tony about anything. How to bring it up.

He held her like that for a couple of minutes, just letting her calm down and try to form words. She took a deep breath before she started, 

"There's um...this--this boy at school, and he wont...he won't leave me alone." Her voice broke, making her cringe, "He's always kinda, like, messed with me. Since, uh, middle school actually. Pulls at my hair, pushes me around, calls me dumb--just typical bully stuff. And it was whatever, I could deal with it, but um, it's been getting worse recently."

She waited for ridiculing, for telling her that she should be able to deal with him, but it never came, instead he just softly asked, "How so?"

He was too nice. Too forgiving, and he deserved more than a kid who constantly disobeyed him and kept secrets and didn't even call him dad. Tears welled up in her eyes a little as she answered, "He...he's just worse about it, I guess," she muttered, shrugging, "He pushes me harder, takes stuff from my bag, and he's just _so mean._ He also got MJ suspended."

"How?"

"He started a fight but technically she threw the first punch, so she's been out for a couple of days."

"And all the water bottles you've been losing. That was him?" She nodded, "Okay, okay. So what happened today?"

"Today..." She sniffled, "Today he just--he was saying things and they just _hurt._ And usually it doesn't, but today was just... _bad."_

"He was bad or the day was bad?"

"Both I guess," she mumbled. Tony began stroking her hair, soothing and calm and she didn't deserve his patience. His kindness.

"Can you tell me why the day was bad?" he asked after a moment.

She shrugged, "I don't know. I just woke up and...and..."

"It felt like the world was wrong," he finished for her, and she nodded, "I get that, kiddo. I have bad days too, days where I just wish I could lay in bed or where I felt like the smallest of things would break me."

"You--you do?"

"Yeah. After my parents, and then after you... Grief is a powerful thing, honey, and it never quite goes away, so I think we're entitled to a couple of bad days. Yeah?" She nodded again, squeezing his hand, "But, Penny, it's been barely a month since May died, since you've had to come and live with me. You're in the prime of those bad days--bad weeks--one right after the other. You're allowed to be sad, you're allowed to be frustrated, you're allowed to have those bad days. Okay?"

"Okay."

"Penny," Tony started, hesitation clear in his voice, "I know we don't really know each other that well, but I love you, and I want to know what's happening. This boy--I wished you'd told me about him, 'cause I would've dealt with him. I'll deal with him now for sure, but I just want you to know you can come to me for things like this, that you can call me in the middle of school if something happens."

"It's just that you're really busy and you have all these important things to do and I don't want to--"

"Stop." Her jaw clicked shut, "There is _nothing_ more important to me than you, y'here me? Nothing at all. It's my job to help you, and I love that job because I love you. So much. Okay?"

"Okay... Am I in trouble?"

He pursed his lips, as though deep in thought, but the look was so fake and exaggerated it made her giggle, "No, since I'm sure your school will be calling me about detention soon. Skip again, however, means no lab time for a week."

"Fair enough," she responded, "And I'm sorry, for worrying you."

"That apology I'll allow. I was near a full on heart attack."

She smiled softly, leaning into his shoulder. She was okay, because he was here, and Tony always made everything better.


	32. With Your Family

**Notes for the Chapter:**

> this chapter is super short and im so sorry...but last chapter was super long and this one was plot building without handing out too much information, so a fair trade I guess?? My bad. We'll see about next chapter's length i guess, school is already fucking me up so

"You're distracted."

"No I'm not," May bit back, trying to dodge the punch Tory sent her way but failing and falling to the ground, clutching her nose. Training had been mandatory ever since she'd joined Phoenix, and she hated it. May had never been much of a fighter, had always been able to charm her way out of situations, or pull the whole 'My husband's a cop' routine. Fighting was new. And hard.

"Yes you are," Tory argued, then hummed, "Then again, you're always distracted. You need to work on that."

The words were critical, but rather than make May feel worse, they seemed to push her forward, urge her on. Tory had been assigned as her mentor, and May was growing to like her. She'd helped her escape prison after all. But she was also no nonsense and always straight to the point while allowing her her privacy.

"Noted," she grunted, getting back up. Of course she was always distracted--she never got to see her daughter.

She missed Penny terribly, more than words could describe. She missed her smile, and her laugh. She missed Penny's curiosity and delight and how she would go on tangents about things she couldn't even begin to comprehend but that Penny understood down to every last detail. Every part of her body hurt thinking about her girl, but she'd get her back, that was what the training was for, so if she could focus for one second--

She went down. Again. And again and again and again.

Tory made her fight for hours, until she _finally_ managed to knock the other woman down. It was more by luck than skill, but she was proud and she was able to get some food and then--more training. But not fighting, so it wouldn't be too bad.

By the end of the day she was exhausted. But she was exhausted every day, both physically and mentally. She took a shower and collapsed into her small bed in her small room that contained nothing more than her bed, a few drawers of the same uniform and a bedside table with a sad looking lamp perched on it, the light flickering slightly.

When she managed to fall asleep, it was to the sound of Penny's voice and the simple happy feeling her smile gave.

* * *

_Bang. Bang. Bang._

"You're getting better at that," Tory commented once May had taken off her earmuffs. They were at the gun range, and May had found that, surprisingly, she was pretty good at shooting a gun. Compared to everything else she was being trained to do anyway. Tactical, defense, attacks, infiltration, sneaking, lying and just about everything she could think of. She couldn't ever remember being so sore.

"Thanks," she responded, moving to pack her gun up and back into its case, "What're you doing here? I thought you were with the boss."

"I was. But something just came in for you, so we're going to test it out."

"Oh, I thought all I had left was tactical training for the day."

"Cancelled. For you, anyway, we've got to work on this instead."

"And what exactly is 'this?'" May asked, hurrying after the woman, her curiosity now piqued.

"Sorry, top secret, can't tell you until we get there," Tory snarked, and May rolled her eyes a little at her kinda-friend. They weren't exactly close, and they definitely weren't like the friends she'd left behind after she'd joined Phoenix--not that they would talk to her anymore anyway--but she wasn't awful to hang around.

The two of them passed down the hall of the huge facility, apparently one of many around the world. It's cover was a relatively nice bank just outside of the suburbs of D.C. but it was huge underground, an absolute labyrinth. It had training rooms and boarding rooms and a huge dining hall for the trainees, which she was one of.

A lot of them were, like her, on the run from the law, or had lost family and were seeking to right what had caused their wrong. As such, she and a lot of others hadn't been outside for weeks. Tory said that Stark had believed her being dead, but that they didn't want to risk her being recognized. Her face had been plastered all over the news after all, both after Penny's heritage had been revealed and after her 'death.'

Tory led her down the long twisting hallways, past doors that all looked the same to her until they finally stopped at one that was no different than the rest. She rapped on the door, announcing herself, stating her name and number. May did the same at her glance.

"Come in," came the voice from inside the door. Tory opened the door and the two stepped in to see Director Williams. The man smiled at them from behind his glasses, always friendly. He hadn't been what she'd expected when Tory had brought her into that house to meet the mastermind behind her niece's kidnapping and that attack at the Stark Expo. She'd imagined a tall man, intimidating and scarred, none of which Williams was. He was graying, strands of gray peppered into his hair, his face always adorned with half-circle glasses and a friendly smile. His voice seemed too cheery to be the head of a terrorist organization.

Yes, she knew what she was, but she wasn't instigating violence, she was ending it. Help get rid of Stark, help Williams rise to power, the world lives on peacefully and she gets to stay with Penny.

"Good afternoon, Agent Sanchez. Agent Parker," Williams greeted, "How's training been going?"

"Parker has been performing well in her training and has shown remarkable loyalty to the cause," Tory reported, her voice much more stoic than it had been earlier.

"Great! Good to hear, though don't go getting any ideas, Mrs. Parker, your training is far from over."

She managed a smile at his teasing tone, clearing her throat, "Um, you wanted me here for something?"

"Yes, thank you for reminding me," he responded, clapping his hands together and gesturing her over to a suitcase that lay on his unused desk. It was plain, but shiny and new looking, like it was fresh from the store, "This came from a friend of ours, made especially for you. Go ahead, open it."

Hesitantly, she undid the latches of the suitcase and flipped it open, but she didn't quite understand what all the fuss was about. Inside was a mask, metal and human looking with a permanently stern expression and narrowed slits for the eyes. Underneath the mask was a folded up silver bodysuit, looking expensive and shiny. Metal lined the suit, connecting to larger bits around the shoulders and hands, as well as around the knees with a separate pair of boots.

"I don't understand," she said, picking up the mask and turning it over in her hands.

"You wouldn't," Williams chided, "That right there is a suit fitted out with Chitauri and Ultron tech specially made for you."

"I, uh, thank you, but why? I mean, why not a better recruit?"

"I'd say you're coming along nicely as an asset, but you're also someone who has a 'connection' to Tony Stark. And if we want you out there, doing missions, you need to be better protected, hence the suit and the mask."

She guessed that made sense. She was in training, but had yet to truly prove herself to Phoenix, and to do that she'd have to go out into a world where she was not only believed dead, but her face having been plastered on the news. And for whatever mission Williams had planned against the Avengers, she guessed she was truly part of it now.

"So, are you ready for your new responsibilities?" Williams asked.

"As the Phoenix burns."

* * *

The suit gave her a feeling of power. She wasn't quite sure what it was about it; the alien blasts, the reinforced metal boots, the mask that surveyed the area with holograms and numbers and kept her identity safe. Or maybe it was that it was a step towards getting Penny back, however small.

After getting the new and expensive technology she spent a couple of weeks training with Tory and against other recruits, testing out its capabilities and her own. She thought she did reasonably well for a previously untrained middle aged woman, but May was nowhere near ready to take on the Avengers. She didn't know if she would ever be, but maybe if she could catch Stark without his suit...

The woman sighed thinking about it, just wishing she'd at least know what her part in the big mission was, or what the plan even _was._ But she knew that information was top secret, only six members of Phoenix knew about it, and she wasn't one of them. But she would be, soon, she was sure of it. After all, she thought as she placed her mask over her face, they were putting her on mission now, and there had to have been a reason to break her out of jail.

The back of the van she was in rumbled to a stop, jostling the group of people sitting inside slightly, and she watched as they gripped onto their guns tighter. She curled her fists as though she could feel the power in her hands thrumming. They just had to wait for the signal and they'd be out. Tory had told her it would be an easy mission, in and out, something quick for Phoenix's first few public attacks, but nerves still thrummed under her skin.

She took a deep breath, and then a tiny, shrill alarm beeped from one agent's watch, blinking red. A moment, and then they rushed out of the van, throwing the doors open and hounding into the street. There were screams and shouts of alarm at the sight of their guns, some more normal and others some freaky alien powered shit, which had the desired effect.

People scrambled to get out of their way as they headed inside, breaking through the door of the art museum. Security came to greet them, but they were met with quick shots to their legs, making them tumble down. She flinched, but it was just the leg. Just the leg, and they'd be out so quick...no one needed to die, and as long as they didn't try anything, they'd be fine.

Tory, who was leading the mission, directed them across the room, and they passed by statues and paintings older than her, older than anyone there, until they came across whatever they were looking for. She hadn't been told much of what was happening or why, but didn't question it as the team spread out and she followed Tory into the security room, using her new suit to knock the guard out.

"Stand guard while I do this and then we'll be out," Tory ordered, and she nodded, moving over to keep watch by the door. She did as was told, but eyed her sorta-friend as she hooked up some sort of device to the screen. Whatever it was made numbers flash and scroll across the scene for a few minutes before it switched back to its regular recordings, "Let's go."

When they left the room it was to find everyone either knocked out or huddled in small groups, cowering in fear, while the agents held their guns aloft at the people. She eyed the guns distrustfully, not liking the way they were slung around and pointed at the people, but they'd done what they needed to do. They could go now and nobody else would get hurt.

"Are we done?" May bit out, looking over the scene littered with blood and unconscious bodies. Unconscious, not dead. Unconscious, _not dead._

"The boss wanted to send one last message first," Tory responded, looking around for something in the room full of statues. She hadn't known about any message, but then again, she didn't know about much here, "That one."

May turned to look at what she was pointing at, staring at the statue of a woman clothed lavishly in Ancient Greek fashion. Her and a few other agents approached the statue at their leader's request, and she stared at the plaque. _Persephone._

"Famous for being kidnapped from her mother," May muttered under her breath, though a few glances sent her way let her know that the others had heard her.

"Exactly," Tory said, pulling something small and round out of her pocket, "The perfect message for Stark."

She attached the thing he was holding to the top of the statue, and she could practically feel the woman's smirk under her mask as it began to beep. Loudly. Oh, so it was a bomb. Great, she hadn't been told anything about a bomb.

"What about all these people?" she hissed, looking around the room.

"Don't start going soft on me. Or have you forgotten why you're here?"

She hesitated, looking around at the people, shaking and shuttering and praying. They didn't deserve to die. Those girls hadn't deserved to die...but Penny didn't have to deserve to have to be with Tony Stark, to be ripped away from her family. May had done bad things, but Penny hadn't. She deserved to be with her family. With May.

"They'll leave after us, okay? But we have to get out first," Tory convinced, and May gave her a resolute nod.

"Let's go."

**Notes for the Chapter:**

> I don’t wanna be awwWKEKELEL THE WORLD IS AWFUL AND ITS 6 AMMMMM


	33. A Greek Tragedy

When Tony had said he'd take care of it, he'd really meant 'take care of it.' Flash was no longer in any of her classes, they had different lunches, and he hardly even looked at her even more, let alone bother her. He was still on the decathlon team, not because Tony had failed to get him off of it, but because she didn't mind him being there. She wanted him to leave her alone, not ruin his entire school experience, and despite being an alternate, she knew he had a lot of passion for the team. Though Tony had interpreted it as more as a warning for the boy, which she guessed worked just fine for her too.

After telling him what had happened in the car, and Rhodey had returned with three over filled ice cream cones, they'd gone back to the tower, this time Rhodey driving while Tony sat in the back with her. The tension that had previously occupied the space had dissipated, the radio playing softly while they ate their ice cream and chatted lightly. Any call that Principal Morita would try to make being pushed back until they got to the tower, and Penny had been sure that she had detention. There was no way she'd get away with hitting Flash _and_ skipping class.

She'd been kinda right.

After they'd gotten back to the tower and she'd eventually retreated to her room, she'd listened to her father and her principal talk on the phone about her punishment, and she even thought Flash's dad was on the call too, which was fair. She had hit his son, not that Tony seemed to care, tearing the man a new one.

"--your daughter _hit_ my son completely unprovoked--"

"She seemed pretty provoked to me," Tony interrupted coolly, but she recognized the silent rage in his voice, "He's been stealing things from her, pushing her and pulling her hair. Her response is not nearly as bad as what Eugene has been doing."

_"If_ all of this had happened, then she should've reported it, but as it was--"

_"As it was_ , he's been bullying her, and the security tapes show this, and would you look at that! Now it's been reported, so we get to do something about it. Isn't that fun?"

"Okay, okay," Mr. Morita cut in, clearly trying to keep the situation under control, and Penny wondered just how chaotic it'd be if all the men were in the same room instead of just in the same call, "Neither kid is completely out of trouble, so both will be getting detention for a week."

"I want him out of all of Penny's classes."

"Now wait a--" Mr. Thompson tried to interrupt, but Tony cut across him again.

"No, he's been tormenting her and I don't want him anywhere near her. And believe me, I could be asking for a lot worse."

"I think that can be arranged," Mr. Morita said, "I can move his lunch and classes around, but, um, any thoughts on decathlon?"

"He can stay," Tony said begrudgingly, "I think he'll get the message, but he's on thin ice. Does that sound good to you, Mr. Thompson?"

Mr. Thompson just agreed tersely, a snarl in his voice, and then the call was over after Tony promised to donate some StarkTech to the computer lab and the libraries. So now she had detention, but honestly it was a miracle she hadn't been suspended. She knew she wouldn't have been able to get away with this before and that Tony had basically saved her from eternal doom of detention for the next year.

She needed to be a better daughter.

She needed to be deserving of his patience and kindness and unending love. To do something for him like he did for her, like he had been doing for her _everyday,_ but he was a billionaire and a superhero and he could get basically anything anyway...she'd just have to think about it.

"--what do you think, Penny?" Ned asked, snapping her from her thoughts and memories. She blinked, remembering she was in the cafeteria at school, and her two friends were looking at her curiously.

"Um, sorry, I wasn't paying attention," she apologized, sitting up more in her seat.

"We were talking about Halloween costumes," Ned explained, "MJ says no more Star Wars though, so maybe Avengers?"

"I would honestly rather die," Penny deadpanned.

"You literally dressed up as Iron Man when you were eight. I'm pretty sure I still have the pictures."

"It's different when you know them!"

"Okay, but consider this--we get their actual gear--"

_"No."_

"It was worth a shot," Ned shrugged, and she smiled, huffing out a laugh. They talked more about what they wanted to do for the holidays, about the idea of parties and costumes and trick or treating. She doubted that any of it would really happen since she was still kept under close watch by Tony. Costumes were a _maybe,_ but what'd they even do? Just walk around the tower looking like vampires? It sounded more embarrassing than fun.

Penny hadn't quite realized how peaceful school could be without Flash bothering her, and it'd only been two days! She could walk down the hallways without being pushed or tugged or jeered at. She still got a lot of stares, but it no longer had anything to do with Flash, and that was the best part really. Lunch was no longer filled with his crude gestures or him making fun of her, it was just peace. Peace with her and her friends. Or, as peaceful as it could get when you were basically a celebrity. _Was_ she a celebrity? She was verified on both Instagram on Twitter, and a lot of people knew her name, so she guessed she must be.

Ew.

She and her friends discussed Halloween ideas and a new game that Ned had just gotten throughout the rest of the day, brainstorming ideas and when Ned could come to the tower so they could play over the weekend, until school was finally over and detention started. Happy would be picking her up later after it ended, so she was doomed to an hour of listening to Captain America scolding her. Honestly, she could just go back to the tower for this, but she still hunkered down in the seat she always sat down and rested her head in her arms as she waited for the video to be over. And then it would start up again. She'd listened to it four times by the time she left.

Flash had detention with her as well, but he barely spared her a glance, just crossing his arms and leaning back as he stared blankly at the old screen. She noticed dully that he was wearing longer clothes than usual, but didn't really acknowledge him, just did her homework quietly until she'd get to go home.

The entire time she'd been sitting in detention a sense of dread had been creeping up her spine, well, maybe dread wasn't the word, but she was definitely nervous, and she couldn't figure out why. She'd thought at first it was because Flash was there, but then why did the sense keep getting stronger? Despite Flash not coming closer or even moving other than to scratch his nose. Something was happening, and she couldn't tell what, so like she usually did when she was anxious, she ignored it. It'd end eventually and soon she'd be back at the tower, maybe helping Tony in the lab. He'd said something about looking over the Iron Man armor soon, which she was excited about.

Once the PSA finally faded out for what felt like the billionth time, Mr. Wilson turned the TV off with a tired push of the button and the few kids sitting in detention began getting up, some groaning slightly as they stretched.

"Alright, detention over. You can go home now," Mr. Wilson said, and immediately everyone began flooding out of the room. Flash left first, giving her a look over his shoulder that was a strange mixture of annoyed and wary, which was fine with her. She was being left alone, so she didn't quite care.

Penny hoisted her backpack higher up on her shoulder and began making her way towards the front of the school where Happy had said he'd be, but each step sent a small tremor up her spine. Each step filled her with a deeper sense of unease, and she paused, thinking about the watch currently on her wrist. Her senses weren't always the most accurate, but she'd come to trust them, to rely on them, and they usually didn't lead her astray. But it could also be nothing, and she didn't want to worry Tony over nothing. It was one thing to call him when he was busy and she was actually having problems, it was another when she was just nervous.

She ended up having a right to be nervous.

She'd been scrolling through Instagram, forcing down her still rising panic as she walked through the door, only to freeze. There was a sea of people--too many, way too many for an hour after school--all screaming and yelling, bright flashes making her flinch, and she tried to move but she just couldn't make her legs do anything other than shake with nerves.

It seemed spotting her had been the catalyst and they began running up to her, thrusting cameras and microphones in her face, shouting questions. Any opportunity she'd had to move away was now gone unless she used her powers, and the thought made her breathing shallow. Had they found out? Why were they here now? Where was Happy? Where was Tony? She wanted Tony.

"Penny, what is it like living with Tony Stark?" one reporter demanding.

"I--um--"

"Why do you have detention? Was your father angry?" another asked, and she tried to shake her head, but she was so frozen she could barely breathe. She didn't think the microphone in front of her face was able to even catch the sound of her nonexistent breath.

"Do you have any comments on the Sokovia Accords?"

"Any tips for how you get your hair so curly?"

"Penny--"

"Penny!"

_"Penny!!"_

"How do you deal with the fact that your father could die everyday?" a voice asked in the crowd, managing to make themselves heard over the cry of her name.

Penny flinched again, and this time she managed to take a halting stop back, flinching even harder as she bumped into someone. She didn't want these people here, she didn't want them asking these stupid questions and yelling and surrounding her and practically touching her and _dear god why were they so fucking close?_

Her breathing was getting shallower and shallower, panicked tears pricking at her eyes and she was sure she was about to have a panic attack in front of all these journalists when she heard a familiar voice yell, "Get _away_ from her!"

She swiveled, still breathing shallowly, and managed to make out Happy wrestling his way through the crowd, pushing people out of his way in an effort to get to her. The girl felt a sigh of relief at the sight of the man, finding it in herself to make her legs work and start muscling her way to him as well. She flinched at every touch from someone much to close, it didn't matter where--her arm, her leg, her ankle--she couldn't take it.

"Mr. Hogan! Why do you pick Penny up instead of her father?"

"How necessary is a security detail for Ms. Stark?"

"How has Penelope Stark changed the logistics of your job!?"

Happy ignored the question, looking so unbothered in a way she never could, as he approached her, grabbing her arm and pulling her out of the crowd. She flinched at the unwanted touch, but didn't move away, just let herself be led as more questions rang in her ears, bouncing around her head and echoing in the air--all unanswered.

"Penny!"

"Penny, what--"

_"Penny!!!"_

They finally managed to get to the car, and Happy held the door open for her, ushering her inside and climbing in the front himself, shutting the door with a resounding _slam!_ and revving the car as he sped out of the parking lot. She hugged her backpack to her chest, forcing herself to take calming breaths. Why had they been there? Had something happened? Was Tony okay? Surely someone would've called her if something had happened to Tony, and he wasn't even on a mission? What could've possibly happened?

"You okay, kid?" Happy asked, and she looked up at him in surprise. Happy barely ever talked to her, usually just turning up the music whenever she'd gotten in the car.

"Yeah. Yeah, yeah, I'm okay," she mumbled, clearing her throat, "Why...why were they there?"

"I don't know," he answered, "Maybe 'cause you had detention, thinking that since it's after school hours you're fair game."

She hummed noncommittally at that, hugging her bag tighter and then stopping when she felt the metal part of her folder crack. Oops.

"Whatever it is, Pepper will take care of it. Uh, do you need anything?" Happy said, and she shook her head. She was fine, she could deal with this. Tony dealt with it all the time, she could deal with it too, "Um, okay, we'll be at the tower soon. So just--"

He was interrupted by her phone ringing. Penny apologized and fished it out of her pocket, a stupid picture Tony had taken of himself flashing on the screen as the phone hummed, "Sorry, it's Tony."

"Go ahead and answer it, kid," Happy said, rolling up the little blocker window and turning down the music. She pressed answer and held the phone to her ear.

"Are you alright?" Tony immediately asked, forgoing a greeting and his voice worried beyond belief.

"I'm okay, Tony," she answered, "Happy got me, so I'm all good."

She heard Tony sigh, "Good, good. I'm sorry, kiddo, I guess they decided they were done waiting to start bothering you. Pepper's dealing with however they found out you were still there after school, she'll take care of this. It's what she's best at, as well as everything else. But I gotta go, there's a lot going on at the compound. Do you need anything?"

"No, I'm okay."

"You sure?"

"Yeah," she answered softly.

"Alright, honey. I'll see you in a bit, and start thinking about dinner. Pepper was thinking about ordering in and watching a movie."

She hesitated, "What about you?"

Tony sounded just as hesitant when he answered, "I've...I've got a lot of meetings honey. I got called away for some dumb contradictions about a weapons organization and the Sokovia Accords. I'll be home a bit late, but I'll come say good night, okay?"

"Okay."

"Okay. Love ya, honey, and I'm really sorry," Tony apologized, and then he hung up. She felt a little better she guessed (but a little worse in some ways), Tony usually knew how to make her feel better, but she was _exhausted._ All those questions, all those people, all those _touches--_ she just...it was more than she could handle. But she was on her way back to the tower where they couldn't bother her and where Pepper would keep her company. Tony wouldn't be there, and if it was an Avengers thing she guessed Rhodey wouldn't either, but Pepper would be, and that should be enough.

Penny let out a sigh and leaned against the seat of the car, forcing herself to try and relax into it. She was safe and her family was safe. She was okay.

She didn't really feel okay.

* * *

Tony was getting pretty annoyed. There was just too much going on, and while his life had always been very busy, this was getting a little ridiculous. And, _okay,_ it probably wasn't as bad as he was making it out to be. He'd been super busy just after Ultron, and he'd been busy dealing with the Accords when they were first announced. Now he was busy with reratifying the Accords and bits and parts of Phoenix, it wasn't really that crazy, he guessed that the only difference was Penny.

Before, he almost hadn't cared how busy he'd been, as long as he got to go home at the end of the day to Pepper. Or well, she came home to him more often than not, but still. Now, he hated not having any free time, because now there was a kid who depended on him and he was always so busy. He couldn't pick her up from school, he couldn't greet her when she got home, and a lot of the time he missed dinner. Well, he missed the normal time for dinner, since Penny would often wait to eat so he could eat with her, which was sweet, but dangerously close to her whole "I eat if you eat thing," so it wasn't ideal.

And this was him getting a little extra free time considering his kid had been kidnapped, he didn't even want to imagine how little he'd see his daughter once everything _really_ started picking up. Oversea business and government conferences would be coming up soon, and he was less excited than he'd ever been.

Tony pushed the thoughts away and tried to focus on what they were doing at the compound instead. They had been called for a meeting there, though why not at the tower he wasn't exactly sure, but he thought that it might have something to do with it being more rural and an undisclosed location instead of in the middle of Manhattan. Not that he liked it, because it meant he was farther away from Penny, who had just been jumped by the press and sounded very shaken when he'd called her more than three hours ago.

"--Stark. Stark?"

Tony looked up at the sound of his name, turning towards Williams and another UN ambassador he'd already forgotten the name of. Last time he'd been paying attention to the conversation they'd been talking about...page 54 and how it would conflict with taking down the alien operation they were after in New York. He was pretty sure they were looking towards the feds to take care of it, but considering the organizations connections and how ridiculously powered they were, well, it might be a little above their pay grade.

"Yes, dear?" he snarked, blinking up at Williams, who didn't seem bothered in the slightest by his attitude.

"We were asking your opinion--as an expert on alien technology and the uses of foreign power sources--what you think this operation could achieve. Put simply, could they create something big and bad enough to threaten the world on a global scale?" the other ambassador asked, and Tony shifted in his seat as he thought over his answer.

"On their own, they are not capable of threatening the world. They lack the creativity that bigger groups might have, but their buyers do have that creativity. They made an EMP powerful enough to knock out my connection to my suit and rendered us helpless for nearly an hour, and that was just a first attack by a relatively unknown and emerging terrorist group. If they continue to make and make, this won't just be street violence, it will be attacks on big cities and hundreds of lives lost."

His answer hung heavy in the room as the other Avengers and the ambassadors took in his words, his teammates looking appraising or critical and the ambassadors sharing a thoughtful glance. Ambassador-whatever-the-hell-her-name-was took a step forward, looking critical.

"Do you have credible information on the 'creativity,' or is this a guess?" the woman started, "And the Avengers have not been known to sort through things as delicately as they may should, going into this operation preemptively could cause more deaths than the operation itself."

And so the arguments began again, back and forth and back and forth for another hour and a half as they argued their usefulness and the ambassadors argued their destruction rates. Steve and Sam were the most outspoken, constantly biting back while they tried to keep the peace. It was exhausting, and by the time it ended Tony wanted nothing more than to collapse in his own bed.

"We will take all this into consideration and present it to the UN tomorrow morning, we'll have an answer for you as soon as possible," Williams finally said after what felt like years, and then his hologram was gone, the woman next to him disappearing as well with a wry look.

"Well, that was a great eight hours," Sam said, getting out of his chair and stretching.

"And we've still got training," Steve responded, only to be met with multiple groans and protests.

"Nope, absolutely not," Tony said, stepping out of his chair, "I'm going home and you can't stop me."

"I could hold you down," Steve joked, much to the amusement of everyone in the room.

"Keep me from my kid any longer and I strangle you."

Steve shrugged, getting up as well, but the tense atmosphere had been slightly cleared by the light joking, which was good. Sokovia was always a sore subject for all of them, especially Wanda, who had barely said a word the entire time and now still remained quiet next to Vision. Joking meant progress, and progress was the best you could ask for.

Finally free of government bullshit, they'd begun to collect their things and head out the doors of the compound back to the tower when Friday had gone off, interrupting their slight chatter with a beep and a worried tone.

"Sir? I've gotten an order from the UN, it just came through, about a museum in Chicago," Friday said, and the room was filled with a mixture of worried glances and exasperated groans.

"A museum?" Rhodey clarified.

"Correct, sir. It was just raided and attacked by believed members of Phoenix. Iron Man, War Machine, Falcon, and Captain America have all been ordered to go and investigate tonight and report their findings."

So, he guessed he wouldn't be going home to Penny tonight. Or maybe he could, if he made this quick.

"Great," Tony snarked, "Call the suits. Everyone who can fly will get there first and then Cap can lag behind."

"You don't think we should stay together?" Steve asked, and Tony gave him a look as the suit flew in front of him, allowing for him to step into it.

"I'd like to tell my daughter goodnight if ever possible. Sorry, you snooze, you lose, Grandpa, see you in a bit."

The moment the mask clicked around his face he was flying out of the building, Rhodey catching up with him and seconds. He was sure Sam would be following within a few minutes, while Steve took the Quinjet.

Tony pondered as he made his way to Chicago. This wasn't how he'd wanted to spend his Friday night. He'd wanted to go home and eat takeout with Penny, watch a couple of movies, make sure she was okay after the scare the press gave her today, maybe tuck her into bed. Sure she was fifteen, but how old did you _really_ have to be to not be tucked in by your long lost dad? He sighed, "Friday, call Pepper."

* * *

Penny thanked Happy as the man parked the car and allowed for her to slip out of the vehicle and into the elevator, which took her up to her floor. She tapped her foot impatiently as she was taken up to the penthouse, feeling both overrun and bursting with energy, and her thoughts briefly strayed to her suit. With no homework to do--thanks to her time in detention--she _could_ try and go on patrol, and Tony had said that he'd be late, so maybe she could get away with it.

The thought was dismissed almost as quick as it had come. Last time she'd gone on patrol, well...it hadn't really gone too well. The patrol was amazing, being caught had been less so. Besides, Tony had sounded excited for her and Pepper to hang out, which was something she and the woman hadn't really done much. Penny felt like she'd more or less bonded with Tony for how long she'd known him, but that she and Pepper really only talked when it couldn't be helped.

The teen wasn't quite sure why that was, after all, Pepper was really cool and kind and loved to suggest new activities, but she'd never taken the time to try and really hang out with Pepper. The woman was practically going to be her mom soon (what even was the wedding date?), and if Penny was really committed to this whole Perfect Daughter thing, then she'd have to get better at branching out.

The elevator finally stopped, allowing for her to step out. Pepper's murmuring voice had been faint in the elevator, but she could hear it better now. The CEO was clearly on the phone, talking way too calmly for her body posture, and the girl wondered who Pepper was talking to when she turned to see that the TV had a faint echo of Pepper's voice. Oh, so she was on the news then.

There was some footage of her at school playing in the background, behind the anchor and the transcript of what Pepper was saying at the moment. Penny cringed at how frightened she looked, her skin practically white and her eyes wide. So, being on the news wasn't a lot of fun.

She tried to sneak off to her room without Pepper noticing--the woman was very clearly busy after all--but her godmother saw Penny out of the corner of her eye _just_ as she'd gotten to the opening of the hallway. Her tense posture disappeared and a small smile broke out on her face even as she kept talking, not even pausing mid-sentence, and waving her over.

"--yes, well, I can assure you that anyone who tried to sneak up on Penny like that again will be handling a lawsuit they very much won't be wanting to, and that whoever leaked that Penny was at Midtown after hours will not be having a good time."

The response came from the TV, "I'm sure many will heed that response, Ms. Potts. Thank you for joining us."

"Thank you for having me," Pepper said, looking anything but, and hanging up, "Hey, sweetheart, how are you doing?"

"Um, fine."

Pepper tilted her head, her face a mixture of amused and no-nonsense, "Yeah, well I know I'd be shaken. Believe me, I've dealt with my fair share of invasive press, and it was a bit more than I could handle when I started working for Tony."

Penny shrugged still, mumbling, "It was whatever. It's not like they hurt me."

Pepper hummed, "I guess not. How was school?"

"It was good. Me and Ned were discussing, uh, Halloween costumes."

"Yeah? What were you thinking?"

"Ah, we aren't sure yet. Usually we try and do matching ones, so we're including MJ this year, and she said she doesn't want to dress up as anything Star Wars, so we're brainstorming."

"Star Trek?" Pepper suggested.

"She said no, but that Star Trek had much better themes."

That made Pepper chuckle a little, "Well, tell me whenever you decide and I'll help you get it."

"Oh, you don't have to, I mean, it's just Halloween and--"

"I want to," Pepper cut her off, "Last time I got to see you on Halloween Tony had dressed you up as a pumpkin, I'd love to see you having some fun on a holiday. Okay?"

"Okay."

"Great," the woman said, standing up and brushing invisible dust off of her skirt, "Any homework?" She shook her head, "Okay, we can order dinner in about half an hour, so think about what you want. And a movie, I'm gonna finish up a couple more phone calls and then we'll hang out. Sound good?"

"Yep."

Pepper smiled warmly, "Great."

They ended up deciding on Mexican. Pepper had suggested Thai, but the thought of the food had made her stomach churn and she'd had to force down the sadness in her chest. It was just food! But...it had been her favorite food, and it just hurt to even think about. So they'd gotten Mexican from some fancy place that delivered and sat down on the couch to eat it, queuing up some horror film to 'get in the Halloween spirit.'

Turns out that her spider sense was mainly for horror films because every time there was a jump scare she always knew, never flinching or gasping like Pepper did, which the woman found kind of funny. But not suspicious, which was good.

Despite the scary nature of the movie, Penny found herself drifting off, and she wasn't exactly sure why she was so tired. Maybe it had something to do with almost having a panic attack in front of a huge crowd? Yeah, that sounded possible. And, _okay,_ maybe she ended up resting on Pepper's shoulder, which was a little embarrassing. Up until this point, really the only person she been that comfortable with was Tony, but Pepper was kind and reassuring and loved to make sure Penny was okay... So maybe it wasn't that embarrassing?

Whatever, her muddled brain was just making her overthink when she could barely think to begin with. Pepper's hand waded through her hand and another arm was rested over her shoulder, allowing the girl to snuggle close and rest on her shoulder. She felt herself drifting off into sleep, her eyes blinking closed, as a more relaxing movie played in the background, when a ringing interrupted the calm silence.

Penny perked up at the sound, but didn't move from where she was leaning against Pepper as the woman fished her phone out of her pocket and held it up to her ear, "Hey, Tony."

"Hey, Pep. Uh, how are you?"

"What did you do?" Pepper deadpanned, and Penny had to keep in a snort.

"Nothing, nothing! _I_ didn't do anything, I just have to go one a _really_ quick mission."

Pepper sighed, "Really?"

"Yeah, I don't think I'll be home in time to tell Penny goodnight, so, um, is she up?"

"She's right here, hold on." Pepper shifted the phone over to her other hand, clearly about to hand it to her, and Penny realized that she thought she hadn't heard any of the conversation. Damn her superhearing, "It's Tony, he's calling to say goodnight."

"Okay," she mumbled, taking the phone and pressing it to her ear, "Hey, Tony."

"Hey, Bug," Tony greeted softly, the sound of wind rushing faintly in the background, "How're you doing?"

"Fine--uh, good. Me and Pepper have been watching movies for a while, and we already ate. What about you?"

"I've been in meetings all day and now I'm headed to Chicago for a small mission."

"Chicago? What's in Chicago?" she asked, suddenly feeling more alert. Maybe she could get out there as Spider-Woman and help him out, make sure he was okay. She wasn't 100% sure how she'd get there and back, but if Tony got hurt and she wasn't there--

"Just a little bit of recon. We missed an attack so we're getting clues, nothing major. I'll be back in the morning, kay?"

"Kay," she mumbled, forcing herself to relax. Recon was fine. He was just...checking things out. Nothing to worry over, he'd be fine. She'd be fine.

"I love you kid, see you in the morning."

"See you in the morning," she repeated, and then handed the phone back to Pepper, "I'm uh, going to take a shower. Night, Pepper."

"Night, sweetie," Pepper replied, and as she walked away she could hear her father and her godmother still talking, their voices low and murmured. She barely even bothered to try and make them out, because now she was bothered, and she couldn't stop thinking about it even as she stepped into the shower, out of the shower, and into her bed, Duchess and the kittens curled up at her feet.

She wasn't sure why it was bothering her now, after all, it wasn't a new thing. Tony told her he loved her all the time, literally every single day. It had confused her a little at first, made her feel awkward and confused, especially in the first couple of days, but he'd told her she didn't have to say it back. Had never expected or demanded for her to love him back... Did she love him back?

She didn't know, and that was the worst part. Tony had always been sweet and good and nice and there had been no doubt that she liked him, and she did like him! But love was a strong word for someone she'd only known for six weeks...then again, she was closer with him now. Penny hugged herself as she pulled the covers closer to her, feeling quite alone. Because she was alone. Sort of.

It wasn't like anyone else she knew was going through this! Tony kind of was, but he'd seemed to already have made up his mind on the fact that he loved her. Why couldn't she? Why couldn't she just...have a family? _Be_ a family? Was that really too much to ask?

And then there was the doubt. The doubt was more frightening than anything else.

What if...what if Tony _didn't_ love her? The thought sounded crazy even to her distrustful ears, but it didn't leave her, no matter how hard she tried to push it away. She even imagined throwing it out the window, but that didn't help at all, because it felt like it'd just boomeranged back. Love _was_ a strong word for only six weeks, and Tony had been using it since day one, since before he knew anything about her. Why? Why was he so sure, and was he actually sure?

Maybe he wasn't. Maybe he felt that by saying it, that it would be true. Maybe he didn't think about it and would get bored of her. It wasn't like he'd planned for a kid, both now and when she'd first been born.

The teen burrowed deeper under the covers, hugging her pillow close to her chest. Every thought, every cursed _idea,_ that her brain concocted against her will only made her come closer to tears. Everything...everything was just _too much._ Too much feeling and too much thinking and too much of _everything._

Penny sighed, and when she fell asleep later that night, it was fitful and to a nightmare of Tony melting away from her lack of love.

* * *

The flight to Chicago was quick and uneventful, consisting only of his call to Pepper and worrying about Penny. He just wanted to be there for her after the scare she'd had today, to be a good dad and make sure she knew he loved her. But _of course_ that was too much to ask for. He was grumbling about it even as he landed in front of the museum, Rhodey next to him. Sam arriving just a few minutes later and Steve dropping from the Quinjet in his normal 'I'm never going to die' fashion.

"Any hostiles?" Tony asked they walked inside the building together.

"Apparently it was in and out," Rhodey responded, and it matched. Nothing looked _crazily_ out of place, a few bullet holes in the walls, some paintings knocked down, but no bodies. It hadn't been much of a violent attack, and now that he really thought about it, no one had died at the Expo either. It made him question exactly what Phoenix was driving for.

"So what's the damage?" Steve asked as they stopped and looked around the wide room. Like in the hallway earlier, nothing was too out of place. _Except..._

One lone statue, toppled over and near the back of the room, its head and arms strewn across the floor, bits of marble covering the ground. He made his way over to it, the others following as they saw what had caught his eye. Upon closer inspection he realized it was a statue of a woman, her clothing and headpiece making him think she was Greek. But why just this one statue?

"What the hell did this statue do to them?" Sam asked, voicing what Tony was thinking. The man looked up at the plaque the statue had been standing on, his eyes widening fractionally as his chest tightened.

"Persephone," he breathed, "This wasn't an attack. It was a message."

"How?" Steve asked.

"Persephone was famous for being kidnapped from her mother, and this is the only thing _really_ out of place. And why attack a museum anyway? This was intentional."

"So they're targeting Penny," Rhodey concluded.

"They're using her, to get to me," Tony replied. And that...that scared him more than anything had.

**Notes for the Chapter:**

> fun fact! Penny's name is actually Greek!! like Persephone, a nice little added layer that I totally did intentionally!! Woah!!
> 
> lol this one ended kinda boring, but honestly im amazed i got it out, so yeah. <3


	34. The Calm

The sight of the toppled statue sent Tony racing back home. The others said they would finish up whatever they could at the museum, not that there was really much to do, allowing the man to scramble back into his hot red and suit and zoom back home. The Iron Man suit was fast, but not fast enough for him. His heart felt like it was racing faster than the sound breakingly fast machine, and every minute felt like agony.

"Friday, call Pepper," he bit out, struggling for breath. He had to stop panicking. Penny was at the tower, surrounded by security and superheroes and a whole legion of Iron Man suits that were all programmed to protect her if she was ever in danger, she couldn't be in a more safe spot. But he'd thought she'd been safe with him all those years ago, and she hadn't been. And whatever Phoenix was playing at with that statue...he didn't like it.

The sound of a phone ringing echoed in his suit until the sound of it being answered finally came, as well as the tired voice of his fiancee.

"Tony?" she asked groggily, sounding like she'd just woken up.

"Where's Penny?"

Pepper didn't even bother asking about his lack of a greeting, the sound of her stepping out of bed crackling slightly over the phone, "She's in bed, has been for a couple of hours. Why?"

"I just--is she still in her bed?"

"Yeah, she's still asleep, the cats are with her too," Pepper whispered, "Honey, what happened?"

Tony could finally breathe a sigh of relief, "The museum in Chicago that Phoenix attacked? They left a message. About Penny."

"What about her? What was it?"

"It was a statue of Persephone, completely destroyed. I can't tell if they're talking about Penny being taken from me or me taking Penny from Parker, but whatever it is, I don't like it... Are you sure she's there?"

"Yes, I am 100% that I saw an entire teenage girl in bed. I can send you a photo if you'd like."

"No, that's alright. I'll be back home in twenty, you can go back to bed."

Pepper hummed, "I think I'll wait up for you. Might as well keep an eye on Penny anyway."

"Thank you."

"I don't want thanks, Tony. I love her and I love you, and I want both of you to be safe, so just get here as quick as you can."

"Yes ma'am."

Pepper hung up and he hightailed it back to the tower, managing to shave off five minutes as he diverted as much power as he could to his thrusters. The tower was bright and a welcome relief to the past half hour of panicking. He landed with a heavy _thump!_ on the balcony outside his floor, rushing out of his suit and through the doors. Pepper was standing just outside the hallway with a mug of tea, steadying him as he raced over to her.

"She's okay, Tony," Pepper assured, placing a hand on his shoulder, "Still asleep."

He nodded, "Okay, okay, I'm just gonna go check on her."

Pepper seemed to get that he needed to actually see his daughter to calm down even a sliver, following loosely as he opened the girl's door. Just like she'd said, Penny was asleep, curled up in her bed, the cats purring softly at her feet. He stepped farther into the room, stopping just in front of Penny's bed.

The girl was tucked tightly under her covers, and his chest tightened at the sight of tears on her face. He wondered if she'd fallen asleep crying or had had a nightmare. He didn't like either option. Still, he was about to leave when Penny stirred, her eyes blinking open before he could even take a step towards the door, eyes locking onto his.

Penny basically shot up in bed, and he took a step back, raising his hands in surrender as he remembered about how she'd lashed out after he'd woken her up in Venice. But she didn't fight, didn't lash out or struggle, just stared at him, her eyes confused and sad.

"Uh, hey, kid," he greeted awkwardly, taking a hesitant step forward, "Sorry, I didn't mean to wake you. I just got back in and wanted to check on you."

"Oh, um, it's okay," Penny mumbled, looking as though she'd snapped out of a stupor and was now rubbing at her eyes, "Ah, how was the mission?"

"Fine," he lied, "I left a little early, Rhodey said he'd cover for me."

"Why?"

"Wanted to say goodnight," he excused easily, "You had quite a scare today, just wanted to actually be around."

"Oh, I'm okay, Tony, it wasn't that bad," Penny responded, squirming and looking away in a way too obvious lie. He hummed non-committedly, and he wanted to ask her more about it, but it was also 1 AM. It'd be better for her to just sleep.

"Alright, hon. Remember that I'm here to talk if you want, m'kay?" A nod, "I love you, sweetie," he said, and he began to walk away, but Penny called him back.

"Um, Tony?" she practically whispered, and he looked back over at her.

"Yeah?"

"Can I...can I have a hug?"

Something in him melted at the way she asked it, young and sweet and her voice shaking the slightest bit. It wasn't exactly a happy feeling, but it wasn't bad either, "Of course, Pumpkin."

He stepped back over to his daughter, kneeling down a little beside her bed, and stretching open his arms. Penny practically leaped into them, wrapping her arms around him tightly, not that he was complaining. It calmed his erratic heart, being able to squeeze her and wade his hand through her soft hair. She was safe. She was safe and in his arms, and that was enough for him.

But he couldn't deny that it was a bit odd. He and Penny didn't _stray_ from physical affection, but she'd never been this straight forward about it. It'd always been a bump here, an arm over a shoulder there, the occasional hand hold when she was panicking, but she'd never outright asked for it, had always been nonverbal.

Part of him worried. Had something happened? A nightmare? Something the press had said, or even that boy from school? Or maybe they were just simply growing in their relationship, which was a frustrating conclusion. Were they growing or was something wrong? Not exactly two great assumptions to have one right after the other.

"What's wrong, Bambina?" he asked softly, but Penny just shrugged.

"I don't know, just missed you I guess," she murmured, and part of him broke at that. He was trying, he was _really_ trying to be there, to greet her when she got home, to drop her off and pick her up from school, to at least tell her _goodnight,_ even if a lot of the time he was unable to do just that. He was trying, but the fact was that he hadn't planned to have Penny back in his life.

He'd made himself as busy as he possibly could, putting himself into so many projects and initiatives that were important to the health of the world. He hadn't planned on having a kid to take care of again, but now he did, and he was failing to put her first. He squeezed Penny a little tighter.

"I missed you too, kid. I'm sorry I've been so busy, but I'm free tomorrow, promise."

"Cool," Penny mumbled tiredly, making him chuckle a little.

"Alright, go to sleep, Shortcake. I'll see you in the morning," he said, unraveling from the hug.

"G'night," his daughter slurred as she dropped back under the covers.

"Night, Pigeon."

* * *

Tony wasn't there the next morning. She had a very blurry account of when he'd came into her room to say goodnight last night, but she guessed he wasn't actually free. She was pretty sure he'd said he was, but when Penny stumbled out of her room and into the kitchen that Saturday there wasn't anyone there.

Penny felt a lump swell up in her throat unwillingly, and she tried to swallow it down, but that only made it hurt more. She'd thought...well, she'd thought that they'd get to hang out today. She'd seen him less and less because of school, and because he had lots of work, but she'd been looking forward to getting to finally hang out again.

Part of her felt gripped in fear and panic. Why had she asked for a hug last night? Had that been too forward? Had she been too needy? Too much like a five year-old and not a sixteen year-old? Was she not enough?

Another part of her felt embarrassed. Tony was, well, _Tony Stark._ He had a lot on his plate; Avengers, government, Stark Industries... She didn't need to try and guilt him--or even feel bad--when he couldn't make it or spend time with her. There were so many other (and though she loathed to admit it: _important)_ things going on that he had to attend to. She could just suck it up and move on with her day.

She shook her head, staring out at the room that usually contained either Pepper or Tony to greet her in the morning, but was now empty of anyone other than the cats running past her ankles to go to their food bowls. There was, however, a plate of food sitting on the kitchen counter. She padded over to it lightly, grabbing the note while putting the plate into the microwave.

_Morning, Pen! Me & Pep ended up getting dragged into some government meetings that are very unfortunately, very unavoidable. The team, too. I'll call when I can, pls don't blow up the tower. We'll be back as soon as we can, love you tons!_

_-TS_

She blinked at the note for a few moments before the sound of the microwave beeping pulled her out of her stupor. She pocketed the paper and took the plate to the counter to eat. So...nobody was at the tower. Well, obviously _some_ people were at the tower. It wasn't completely empty of people except for her, but it was empty of people who would be keeping a close eye on her.

She thought about her suit, currently at the bottom of her backpack collecting dust and making wrinkles. She'd finally get to take it out again! Penny had been really careful ever since she'd skipped, and so hadn't gone out as the vigilante. Hadn't even sparred with Natasha for a while. But now she could _finally_ go. It wasn't like Tony was going to notice anyway he was so busy with whatever Avengers thing was happening at the moment.

Suddenly spurred on by the thought of getting to be Spider-Woman again, the teen shoveled the last of her food into her mouth and then practically threw the plate into the dishwasher before racing to her room. Only to halt in her tracks at Friday's questioning voice.

"Penny, why are you running?" Friday asked, and she forced herself to slow down, instead walking to her room like a normal human who wasn't about to sneak out.

"Uh, just wanna grab something from my room, Friday," she responded, a bit of confusion in her voice. Penny knew that Friday was probably constantly checking on her, since she was _everywhere,_ but she didn't usually say--or especially ask--her anything unprompted. As if sensing her confusion (how fucking advanced was this AI? Jesus Christ), she spoke up again.

"Boss has tasked me with looking over you today due to the absence of people in the tower. He said that your friends Edward and Michelle are permitted into the tower, but ask that you remain with the floors 79 and 93. You are also allowed on the roof provided you do not go near the edge."

Oh. So her code had been updated. Great. Now she'd have to check that _her_ code still worked. She'd hidden it pretty well, but--well, it was _Tony Stark._ Chances were she wasn't going to out-hack him. But she could try, at least for the little while that Natasha had given her.

"Oh, uh, okay. Thanks, Friday," Penny responded, opening the door to her room and walking in. She hesitated before heading towards the computer in her room, sitting down at the desk. Once more the guilt of using Tony's tech to sneak out consumed her again, but she forced herself to push it aside. She'd--she'd make it up somehow. She wasn't quite sure how, it wasn't like she really knew anything Tony wanted, but she'd figure it out eventually.

After a few minutes of looking through Friday's code she found her little string of numbers still intact and ready for her to use whenever. So...

"Um, Friday?"

"Yes, Penny?"

"Who's in the tower today?"

"All Avengers have left the tower, as well as Ms. Potts and Mr. Hogan, who are with the Avengers and checking over tower and compound security respectively."

"Okay, cool," Penny commented. So nobody was going to check on her? "Hey, Friday, activate WEBS."

* * *

Spider-Woman whooped as she flipped, casually flicking her wrist and shooting a web, dipping low and then sling-shotting back into the open air. The cars underneath her honked, making the air feel alive with vibrations, a stark contrast to the recent silence of the tower. And one she enjoyed. She'd patrolled yesterday all Saturday, though she hadn't allowed herself to be caught that time, and she wasn't going to now.

She frequently checked in with Karen and Friday to make sure that no one was going onto Pepper and Tony's floor. Other than that she just had to stop on buildings whenever Tony called and try to not sound out of breath. It wasn't _too_ hard, swinging wasn't really that physically exerting on her anymore since she did it so much. Well, she hadn't been doing it as much recently, but she was getting back into it.

Back to her point. It was Sunday, she was patrolling, and the tower was still empty of anyone who could find out her secret of being the result of goofing off and an improperly contained radioactive spider.

The vigilante narrowly avoided a flock of pigeons, dipping low and smiling at the birds, though they couldn't see it. But she was sure they got the idea. She was a pigeon too now, after all. The thought made her giggle, and she almost missed her web as she laughed and spun through the air.

"You seem in a good mood, Penny," Karen commented.

"Just excited to be moving again," she responded, flicking her wrist, "Exercise does lead to better moods, which I didn't use to believe before I got superpowers, so I think it's really a matter if you can breathe when you're running around and--"

"Incoming call from Tony Stark," her AI interrupted, the man's icon flashing across her screen. Penny quickly let go of her web and landed on the building below her, effortlessly landing on her feet.

"Uh, ah, answer it, Karen."

In response the ringing stopped, instead being filled with a slight static that was immediately overrun by Tony's cheery greeting, "Hey, kiddo! How're you doing?"

"Good," Penny responded carefully. She was an awful liar, and while most of her tells were physical--as Nat had pointed out to her _multiple_ times whenever she'd tried to give her pointers--she was sure Tony could easily pick out when she wasn't being truthful. She just had to not lie. But she didn't have to tell the truth either, "Uh, I've been hanging out. Ned and I were texting earlier, he might come over later."

"That's good to hear, kid. You eat yet?"

"Uhhhh, is it lunch time?"

"It's 1:30."

"Okay, I will go get something to eat."

"I should sure hope so," Tony threatened playfully, "Honestly, I'm pretty sure giving me a heart attack is your favorite passtime."

"I'm not _trying_ to!" she protested.

"Uhuh, I fear the day you do," he joked, and she felt a small smile grace her lips as she kicked her legs gently over the side of the building, "Eat something please, I'll know if you don't. I've got to get back to this meeting, but nothing will stop me from leaving and having to hook you up to an IV if I have to."

"Okay, Tony," she responded politely, "I'll go get something now. I'll, uh, see you later?"

"Hopefully, Pen. There's a lot going on over here, but I'll fly home whenever I get the chance. Okay?"

"Okay."

"I love you. And eat something."

With that, he hung up, the line going dead and his icon pushed to the side as her screen began picking back up again. Penny stood up, ignoring the slight quiver of anxiety in her stomach, and raising her hand to shield her eyes as she looked out upon the city as best she could. The building she was on wasn't _that_ tall. And neither was she.

She'd prefer to grab something from a street vendor or something, support the local economy and all, but she didn't have any money with her. Plus, she didn't know if her coding would hold up to Friday's that made sure she ate something within the AI's line of sight. With one last dejected look at the street, she sighed and jumped off of the building and began making her way to the tower.

She was about halfway there when a tremor ran up her spine, causing her to spin in midair, looking around frantically for the cause of it. Everything looked normal, people walking around and crossing the street and--

She cracked her neck whipping her head up to catch sight of a truck going _way_ too fast, it swerving around and causing cars to have to swivel and speed around in response. It was going too fast, and a little boy was crossing the street, too slow to move out of the way. It was approaching faster and faster and it was going to hit him.

Acting on instinct, the vigilante dove down just as the boy seemed to realize the danger, his mouth hanging open in a soundless scream at the sight of the truck that was barely twenty feet away. She jumped between the kid and the car, tensing her body as she wrapped herself around him, taking the force of the car into her back.

She was immediately thrown to her ground, but her stickiness seemed to keep her from flying from the force. It did not, however, help at all with the pain. Her back _hurt,_ feeling broken and destroyed, but she still managed to twist herself and keep from landing on the kid. She choked on a scream in her throat, swallowing it down and replacing it with grunts and she bounced on the ground slightly.

"Oww..." she groaned softly, unwrapping her arms to check on the boy clinging to her tightly, his arms thrown around her and his face buried in her neck, "You 'right?"

He whined, and she could feel tears beginning to wet her neck as he hugged her tighter. The sound of footsteps were thundering closer, and she heard someone choke down a scream at the sight of them. Yeah, she probably didn't look great. But the kid was okay, right? He had to be. He had to be okay.

"What's your name?" she asked as people began surrounding her, faces worried and stricken. The boy mumbled something she couldn't make out, "Come again?"

"Eli--Elijah..." he hiccupped.

"Hi, Elijah. I'm Spider-Woman. Are you doing okay?"

"I want my dad," he mumbled.

_Me too,_ she thought, but she didn't say it aloud. Instead she began forcing herself up, and she felt a steadying hand on her shoulder and elbow as someone helped her up. She looked to her right to see a worried yet gentle looking woman, her eyes brown and soft.

"Are you alright, dear?" the woman asked, and she nodded.

"I'll be okay," she rasped, turning more to the crowd, "Uh, has anyone seen Elijah's dad?"

A man rushed forward, his face petrified and eyes stained with tears threatening to spill. She wordlessly handed the boy over to his father, who exclaimed a cry of a greeting as he went from squeezing her to squeezing his father.

"Oh, Elijah. Elijah, Elijah, _Elijah,"_ he repeated, hugging the boy to his chest. She felt a faint smile pull at her lips, though it felt more like a grimace with the pain in her back and...everywhere. But she felt her heart tug at the sight, wondering if this would've been Tony's reaction had she been found earlier, had been able to live with her. What had Tony been like when she was little? Had...had Tony loved her then more than he did now?

Penny shook the thought away, physically shaking her head, which was kind of a bad idea, and she let out a wince at the pain in her back. She needed to get back to the tower and rest for...ever. Or at least until she had to go back to school on Monday, but hopefully her back would be better by then.

"Um, have a nice day, sir," she said awkwardly, beginning to move away, but the woman who had helped her up earlier stopped her.

"Wait, you're hurt..."

"It's okay, ma'am, I'm going back home to rest, I'll be okay."

"But your back, you should be... Look, I'm a doctor, I can take a look at you."

"That's--that's okay. I'm really fine, I'm a lot stronger than most people so I just bounce right back. No biggie."

"But--"

"My aunt's a nurse," Spider-Woman interrupted, not really thinking. She cringed at her words, physically having to swallow down the tears, but the woman paused at her words, looking a little more like Penny would be able to get away and back to Avengers Tower before Friday snitched on her, "She'll--she'll take a look at me, okay? I'll be fine."

"Are you sure?" the woman offered again.

"I'm sure, but thank you so much."

With that she stuck a web onto a nearby building and leaped, grunting at her back, but still managed to gain momentum and swing--though her flexibility stunted--through the air. Swinging back to the tower was a painfully slow affair, taking her probably twice as long as usual, but at least she'd been in Manhattan to start with. The harder part was getting up to her window with how high up her room was, but she managed, grunting and gasping the whole way until she eventually managed to roll in through her bathroom window.

"UgHHH!" she groaned from where she lay, spread-eagled, on the bathroom floor.

"Welcome back, Penny," Friday greeted, "I would like to remind you that Mr. Stark asked you eat something seventeen minutes ago."

She groaned again, "Is there like, anything microwavable in the kitchen."

"There is, but you can also order takeout."

"I can?"

"Yes, I can place an order to any restaurant in the city and have it brought up to you."

"Oh, that's okay, Fri. I don't need to spend anything, there's already food in the fridge. I'll just-- _mmph!_ \--go make something," she excused, her sentence interrupted by a stifled gasp of pain as she began to sit back up.

"Boss has ordered me to remind you that it makes no dent in his wallet to buy food for you, and that he does not care if you buy anything until it reaches the $300,000 dollar point."

_"That's_ the fucking limit!?" she exclaimed, her suit's eyes widening in comical surprise with her own. The hundred _thousand_ dollars was the limit!? What the _actual_ fuck.

"Yes, Penny."

"Okay, okay, um, I'm still...I'll just--"

"Would you like a pizza? There's a restaurant nearby the Avengers frequently order from."

"Sure, uh, I guess if you're sure..." Penny mumbled, hesitantly telling Fri her order, who then told her she'd put in the order. As the AI did so, she pulled herself up, tugging her mask off and spitting out the strands of hair that had managed to get into her mouth. A few drops of blood landed on the floor and she grimaced, "Um, Friday? How hurt am I?"

"Let me run a quick diagnostic scan, though it won't be as accurate as if you went to the MedBay."

"No! No, no MedBay."

"If you insist," Friday responded, and then a blue light scanned her up and down, and she had to close her eyes at the bright flash, glad to see it finally go away after a few minutes, "Several of the bones in your back are fractured, but they are minor and aren't causing major shifts. I would recommend medical assistance."

"I'm good, Fri. I'm just gonna take a shower and eat something."

"Of course, Penny."

* * *

Tony was having a bad day. Though, to be fair, it wasn't like the past few _years,_ had been exceptional. There were bright moments, in the formation of the Avengers, of finally putting some good into the world, and having Pepper and Rhodey by his side had always been a good thing. Finding Penny had been a great thing, like a wish granted by a usually rather unforgiving world, but he was still struggling. Or, more accurately, he was being a neglectful piece of shit.

Pepper would tell him that that was a bit harsh, but he'd promised Penny he'd hang out with her today, and he'd been gone by 6 AM, not even able to say good morning and hug her goodbye. She'd seemed fine whenever he'd called her though, so that was a saving grace, but he hated being away from her. Hated leaving her in that tower all alone. And he especially hated it after what had just happened. But Friday could take care of her, his AI could keep her safe and deploy his suits as the smallest sign of danger. She'd be alright. She'd have to be.

So, instead of getting to be home with his daughter just after receiving a very cryptic threat he was sitting in meeting after meeting, listening to board member after board member up his _ass_ about Phoenix, and, well, to put it simply; he didn't like it very much.

The day had gone by slowly. Like, really slowly. The seconds ticked by, the _tick tock_ of the clock resounding in his head, joining the overwhelming clutter. The only time the day had ever went fast was when he was calling Penny. Go figure.

But after hours and hours _and hours,_ he was finally heading home. He was in a car with Pepper, Rhodey, and Happy, who was driving them through the city and back to the tower, though not without plenty of honking that only shot his nerves more. The traffic wasn't great, but they still made it to the tower before the sunset, which Tony reluctantly counted as a win.

At least he'd get to tuck Penny in tonight.

"Friday says there's food ready for us upstairs," Pepper commented as Tony and Rhodey began to climb out of the car.

"If it's Hawaiian pizza I'm not eating it," Tony responded, "Care to join us, Honeybear?"

"I'd love to hang out with Penny," Rhodey answered, and he fake pouted.

"I think you only like me for my kid."

"Yeah."

"Well, buzz off then. We don't need your sass."

Rhodey smirked and rolled his eyes, and he could see a faint smile on Pepper's lips as they and the rest of the Avengers crowded towards the elevator, except for Steve and Natasha, who had just been sent out on a mission today and were now grouping together at the Compound. He dreaded when he'd have to be sent out on a mission too. Everyone piled into the elevator, it dropping them off floor by floor, until he finally got to his.

The first thing he noticed when the doors opened was the distinct smell of curry. The second was the bright smile of Penny, peering at them from over the back of one of the couches. She looked tired. Not from a lack of sleep, but rather just bone deep exhaustion, and it worried him, but she seemed relaxed and happy to see them.

"Evening, kid," he greeted. Pepper and Rhodey shout out quick greetings as well.

"Hey, guys. How was your day?" Penny responded as they walked farther in the room, letting him now see the styrofoam cups of curry and one box of rice. She must've noticed him eyeing the food, ducking her head almost guiltily, "I uh...Friday said you hadn't eaten, so I had her order some food for you."

"No, no, it's great, honey," he rushed to assure.

"Yeah, thanks, Penny," Rhodey seconded, and Pepper hummed, "I'm starving. I don't know what I would've done if there hadn't been food here."

"Probably something involving throwing Tony out the window," Pepper joked. There were small chuckles all around. Rhodey began grabbing some bowls and emptying out the soup and rice into them.

"You eaten yet, kid?" he asked, and Penny shook her head. He wordlessly passed her a bowl gifted to him by Rhodey, "Please do before you give me a heart attack."

"You're never going to let it go, are you?"

"Nope."

Penny sighed, but still began eating her curry. Dinner was a relatively quiet affair. The words shared were soft and tired, everyone worn out from their day, even Penny, though he wasn't quite sure what she could've done to make her so tired. To be fair, he remembered being tired a lot when he was fifteen. But fifteen year-old him had also just been suppressed rage and teenage rebellion, so.

It was kind of late for dinner, 8:00, and Tony really wanted to hang out with Penny more, but he could tell she was exhausted, and he was exhausted, and honestly, he was torn. He really wanted to actually get to see her, especially since he had to get up and leave early again next morning, but she needed to sleep to feel better, and something told him that today hadn't been a good day for her.

"You ready for bed, Bambina?" he asked gently once she'd finished her meal. She shrugged but he could tell from the look on her face, drawn and closed and droopy, that she 100% was, "Okay. We'll clean up here, you go to sleep, honey."

"But--"

"Nope, we've got this, kid. You look dead on your feet. Get some rest and maybe have your friends over tomorrow."

She poked her tongue out at him, but she still agreed and left, but not before waving them all goodbye and offering quick hugs. He forced himself not to watch her as she entered the hallway and then disappeared into her room.

She seemed...off. He wasn't sure exactly what it was, but it had also been an interesting couple of days, with the press practically attacking her and then him not being there _at all._ It was no wonder he didn't know what was wrong, he'd barely seen her. But he was keeping her safe. He was keeping her and the world safe, and that was his priority. Making sure she was alive and okay. His own feelings could wait. Heck! They could be thrown off a cliff as long as it meant his daughter would be okay.

He hoped he could make it okay.

**Notes for the Chapter:**

> ok, so, a couple of things.  
> 1) It's my birthday tomorrow!! Yay, I'll be 16, an ~adult~ (not really)  
> 2) I'm participating in whumptober this year, an i've already got a couple of stories out, so if you wanna go read be my guest  
> 3) next saturday might be the last constant chapter and I'm really sorry about that, but this schedule was really only something I could keep up when I didn't have school, AKA quarantine. And it's not from lack of trying. I write during the ten minute change of online classes, I write when I'm done with homework (so like, 6 or 7) and I write once I'm in my bed, but it's still not enough, and i've also been in a creative slump for this story. Like, I KNOW what's happening the next few chapters, and im exciting, but writing and expressing the appropriate emotions are hard, and I really am trying my best. Sorry, again, but I will continue to write this story!!! <3<3<3


	35. Okay?

**Notes for the Chapter:**

> lol not quite the storm yet, also ya girl got SICK and I hated it

MJ wasn't sure that Penny was okay. To be fair, Penny hadn't really ever given off the air of 'I have my life completely together and am completely mentally stable.' At first it had been because she was in high school, then it had been because her uncle died, and more recently it had been because of the discovery of her being kidnapped and that her dad was alive and actually Tony Stark. Now though...it seemed different.

The teen wouldn't say that Penny had really moved past the whole 'I was kidnapped and my dad's actually my favorite celebrity' thing, but she'd been a bit more calm about it. Yet, sitting in her friend's room where she was sketching while Ned and Penny played video games, something 100% felt _off._

Maybe it was the covered up bags under her eyes. Maybe it was the drawn look on her face. Maybe it was the way Penny almost seemed to cling to every little touch in a way that was reminiscent of after Ben died. MJ hadn't been friends with her then, but like she'd said, she was observant, and she'd seen the way the girl had always clutched onto Ned's hand or bag afterwards, and the look in her eyes whenever the boy had had a different class. Whatever was happening now, it was similar, and she was determined to get to the bottom of it.

"--Watch out for that one, Ned!" Penny warned, swerving in an exaggerated pose as if it actually helped her shoot the zombies or aliens or whatever in the game.

"I got it, I got it!!" he protested, but not even two seconds later he threw his hands into the air in defeat, "I didn't get it."

There were a few laughs around at that, though Penny continued to focus on the screen, now clearly struggling without her partner, and dying a few minutes later. She let out a loud groan as the TV proclaimed her loss with rather patronizing music, dropping her controller and flopping down on the ground with a dramatic flourish.

"This level _suuucksss!"_

"Then take a break," MJ suggested, "You've been playing for two hours, go eat a snack or something."

"I don't wanna move," Penny protested, and for some reason, MJ felt she was serious. At least a little anyway. Something about the way the girl had been holding herself--just a little more carefully than usual, a little more reserved--made her speculate about the teen getting hurt during some recent patrol or something. It's not like it would be the first time.

"Too bad. Get your ass up and let's go get some ice cream."

"Before lunch?"

"Hell, yeah. Fuck society," MJ responded, grateful for the smile that appeared on Penny's face and the soft laugh that escaped her lips. But it still wasn't right. Sure, Penny was quiet, but she was also happy and her laugh was always full cheerful, even sometimes snorting when she found whatever had made her laugh stupid enough and--

Shut up. She was observant.

The bottom line was that Penny was bothered, and as her _friend,_ she was going to find out why.

So they all headed out of Penny's room, greeted Robin who was sleeping on the table full of keys, trinkets, photos, and useless knick-knacks, and into the main room, though she didn't miss the strangely forlorn look that Penny gave a few of the frames. MJ's eyes narrowed as she watched Ned bump into Penny playfully, and the teen's immediate reaction was to loop her finger in one of his belt loops. She logged it away as a possible anxiety tick to look up later.

Was it weird to look up mental health problems she suspected her friend might have? Maybe. But more information was better than no information, or lies.

She tried to play it cool, getting down a blender and beginning to make milkshakes while Ned and Penny worked on actual lunch at Friday's insistence--some protocol that had made Penny sigh and open up the fridge to grab a carton of eggs--but Penny never could quite take the hint that MJ was suspicious. They ate their eggs and drank their milkshakes, tension swelling up in the room even as Friday began playing a show for them.

From the way his eyes shifted from Penny and herself in a confused yet reaffirming manner, Ned could tell that Penny was hiding something too, and him and MJ's suspicions made the air frosty. If she'd had Penny's superhearing she was sure that the girl's heart was going crazy just about now. They way her leg bounced up and down, the way she hunched over and looked around kind of shiftily. Yeah, she knew something was up.

MJ gave her about two more minutes to say something--which she didn't--before she finally cleared her throat.

"Yeah?" Penny hummed, glancing between her and the TV.

"What's up?" MJ asked, and Penny just stared at her.

"The...ceiling?" she guessed.

"No, like, why are you acting weird?" Ned restated for her.

"I'm not--I'm not acting weird!"

"Yes, you are," she accused right back, and Penny looked almost terrified. Her face white and nervous.

"N-no! What do you even mean 'weird?' 'Cause I mean 'weird' is a _subjective_ term and--"

"Are you okay, Penny?" Ned took over, which MJ was thankful for, though she wouldn't say it. Ned was definitely the most emotionally mature of the group.

"I'm _fine,_ Ned."

"Are you sure? You just...I know what you get like when you feel bad, and that's what you've been acting like."

Penny sighed and then hesitated, "Yeah, but it's really not that big of a deal. I'm fine."

She and Ned exchanged dubious looks, but Ned shrugged and that was that. They went through the rest of the day playing video games and doing homework and when they left the tower at the end of the day, she gave him an accusing glare.

"Why didn't you press her more? She would've opened up."

Ned shrugged again, "I don't know. Penny just gets like that sometimes, and if she doesn't tell you the first two times it means she needs more time to process. She'll tell us when she's good with it."

She paused. MJ thought about how Penny had broken down the first week she'd been a Stark when they were in her room. She thought about whenever she called or cried or asked for help... She guessed Ned was right, but she still worried, and she was still determined to find out what was wrong with her... _friend._

* * *

Fight after fight.

Meeting after meeting.

Conference after conference.

Busy day after extremely busy day, and no Penny at all. It was pretty awful, and if he hadn't had such a rough life, he would've considered it the worst of his life, ad maybe it was. Palladium poisoning had been pretty bad, but not getting to see Penny when she was literally just at the tower was a nightmare. Tony missed her a lot, so much that his chest ached, spiraling out from the scars on his chest. It felt like an infection worse than palladium.

But this would keep her safe. Him being Iron Man...it kept the world safe, so it would have to keep Penny safe too. He had too.

It didn't stop it from being boring and stressful as hell though.

The UN, the Accords, Ross, Phoenix, throw some Hydra in for an extra sizzle of 'making trouble despite getting their asses kicked multiple times.' Not only that, but he was dragged into SI business as well. Monday and Tuesday at least he stayed on the east coast, moving between New York and D.C., but it didn't last that way for long.

He woke up early on Wednesday, much too early if you asked him, but he had to be in London by 9:00, and then Tokyo by 2:00. So, it was going to be a busy day.

Tony dressed and readied quickly with Pepper, the two of them both putting on their suits and making themselves presentable for the upcoming day. When they were done they headed out the door, but he found himself staring at Penny's door. He hadn't seen her since Sunday night, and now he likely wouldn't see her again until Friday.

"You can go and say good morning, y'know?" Pepper encouraged gently, but he shook his head.

"It's 4 AM. She needs her sleep."

"She needs her dad, too," she reminded him, and he glanced at his fiancee briefly from where he'd been boring a hole into the door. Penny didn't need him. She depended on him--that was what parents were meant to be after all; dependable--but she didn't _need_ him. He hadn't needed his parents, had gotten by alright with having friends and building his own family. Don't get him wrong, he wanted to be there, he wanted to be needed, almost more than anything, but...they just didn't have that relationship.

Tony knew that it hadn't even been two months, that he shouldn't be expecting everything to be perfect like it had been before, but he couldn't deny that it weighed him down. Especially this week in which the most he got to interact with Penny was by calling her.

At his continued hesitation, Pepper spoke up again, "I'm sure she misses you too, Tony. Just go in there, wake her up for a second and say bye. She'll fall right back asleep."

He sighed, making himself sound grumpy about even if he wasn't as he opened the door, "Fine."

Penny's room was dark--as expected--and he could barely see save for the lights of the city allowing for him to at least not run into anything as he made his way to her bed. His eyes had adjusted more by then, allowing the man to make out the girl in front of him. She was hugging her pillow to her chest, her knees propped up around it too. Her thick, curly hair was a mess, flung out everywhere--behind her, under her, piled on top of her head, and stuck in her face--and it made him smile, especially as a gentle snore filled the air.

She looked peaceful, calm and content in a way he felt like he'd only ever seen when she was asleep. It made his chest ache, just knowing how tense and scared his kid really was, that the only time she appeared this calm was by sleeping, and even then she'd still woken up crying and sobbing before.

Tony didn't want to leave, just wanted to stay and watch over his little girl, to get to actually be there and send her off to school in the morning, but he knew he had to go. He placed a soft hand on Penny's shoulder, shaking her gently, and smiling as her eyes blinked open. There was a moment of panic where she tensed, making him tense too, but then she relaxed, a relieved sigh passing through her body, calm stretching from the top of her head to the tip of her toes.

"Mh, hey, Tony," she mumbled groggily, blinking rapidly as she looked at him.

"Hey, Monkey," he responded, "Sorry to wake you up, I just thought I'd say goodbye before I left."

"Left? Where're you goin'?"

He cringed, "Me and Pep leaving the country for a couple of days, remember? Rhodey and Happy are going to look after you, we'll be back on Saturday morning."

"Oh," Penny muttered, still blinking sleepily as she sat up, "Oh, yeah."

"Yeah. I'm sorry, kid, but we'll hang out when I get back, yeah?"

"Yeah," she agreed, and he chuckled as she sunk back into the pillows almost unwillingly, exhaustion clear in every part of her.

"Alright, go back to bed, Bambina. I'll call you later. I love you."

Penny mumbled something he couldn't make out, and then he was out the door.

* * *

Penny missed Tony. That was a fact, a simple and true fact that she could easily back up with a science experiment about parental connections or love hormones or lots of other shit. But, despite it being a fact, she refused to admit it, at least to anybody else. What would be the point? What could Rhodey do about Tony being well, Tony Stark? He was busy, and that meant she would sometimes be left alone, and she'd just have to deal with it.

So, while she awaited Tony's return, she sulked. For the first day anyway, in which Rhodey began dragging her into the common room to make food with him and watch movies and put the LEGO sets he'd gotten her together.

Rhodey had picked her up from school on Wednesday instead of Happy, a hot chocolate waiting in the car for her with the simple excuse of, "It's cold today and you're my favorite niece anyway."

He'd driven her back to the tower, and she'd expected for the man to take her up to her floor and then go do some adult stuff or something, but he'd walked in with her, heading towards the kitchen and asking what she wanted as a snack.

"Um, you don't have to--" she'd started, but he'd interrupted her, apparently already familiar with her guilt-fueled protesting.

"Snack, Penny. What do you want to eat?"

"...Apple and peanut butter."

"Coming right up. Do your homework and I'll bring it to you, kay?"

"Okay."

She set up at the coffee table, and thankfully she didn't have too much today, just a sheet of math problems and a lab setup for physics. It was done twenty minutes tops, in which Rhodey had sat down beside her, snacking on peanut butter and apples too, which was a strange contrast to the large stack of official looking papers all labeled _classified._ He caught her peeking at them once she'd finished her last problem, raising his eyebrow and smirking, and she'd immediately looked away.

"I promise it's really boring, kid, but you're welcome to read," he offered.

"What? Really? Isn't that like, illegal?"

"A little bit. My only rule is to never tell Tony anything that they explicitly put on paper. The one thing he can't hack into."

She smiled, but only ended up looking at the paper for a couple minutes, "Okay this is boring. I feel bad for you."

"Wow. Thanks for the vote of confidence."

"You're welcome."

"Yeah, yeah. Love you too, kid."

That had made her pause a little, and she'd felt the same tug of guilt she did whenever Tony said it. Whenever Pepper said it. Because did she love him back? She trusted him, she was pretty sure of that. She liked him.

But she didn't love him, and more shame swelled up inside her. Shame that she barely managed to keep to herself. Rhodey was literally an empath or something (that something being emotionally mature, but she wasn't quite sure anyone like that existed, so empath it was). But he didn't say anything, just gave her a suspicious glance before moving back on to his paper.

She thought about going back to her room (though sneaking out as Spider-Woman definitely wasn't an option), but instead leaned against the couch and watched the show playing in front of her, waiting for Rhodey to finish his work. She wasn't sure if he actually finished or if he just put it down to hang out with her, but she was grateful anyway.

"Alright, what are you thinking for dinner, kid?" he asked.

"I don't know, what are you thinking for dinner?"

"Hey, I asked first."

"Yeah, but I asked better."

"You really are Tony's kid," he muttered playfully, "How about stir fry?"

"Sure," she agreed, smiling a little at the comment.

They ended up making stir fry together instead of ordering, and she learned that Rhodey was actually a pretty good cook, bouncing around the kitchen with ease as she kinda just stood lost, not quite sure what to do. She ended up just stirring the vegetables around to keep them from burning, though they were a little brown when they mixed them with the rice.

Whoops.

But Rhodey didn't seem to mind, like, at all. He was nothing but smiles and jokes and loud laughs that made her laugh along too. When they'd finished eating they made blueberry muffins, topping them with sugar for the best kind of crunch, according to Rhodey anyway. 

When she went to bed that night she was smiling, unable to deny the happiness blooming in her chest, but guilt still gnawed at her stomach. Pain and grief still attacked her, but some of the loneliness had edged away. It kept her awake at night, despite the relatively nice day, every time she began nodding off she woke up to the stabbing pain of something she couldn't place.

And she didn't know how to fix it.

* * *

Tony missed Penny. A lot. It was practically unbearable. Every time he was in a meeting, every time he was _supposed_ to be paying attention because it was super important, he just couldn't stop thinking about her. And, _sure,_ it'd barely been a day since he'd left for Europe, but he basically hadn't seen the girl since Friday! Had had maybe a phone call or two a day--if he was lucky--and that was it. That was all he got to hear of his daughter who had been kidnapped for more than a decade. Of his daughter who had been with him for not even two months.

It was a wonder he was ever able to present at all, or that he even looked presentable, with how distraught he was. Missing Penny felt like a virus, a virus that could only be cured by hearing her laugh or getting one of her too tight hugs that never failed to make him smile. The thing he hated the most about being away though, was that he had promised to be there. There was the objective 'I'll always be there for you' stuff, and there was also the fact that he'd promised to hang out last Saturday only to get pulled away at the last second.

The most he could do at that moment had been to write a note and call her later when she was actually awake. But hopefully this weekend, he'd actually get to spend time with Penny. He had a few activities in mind, something that she'd enjoy and that would be an actual bonding activity. Something that would actually show that he was her dad.

Tony blew out a short, impatient breath from where he was sitting. Surely Rhodey was having a better time than he was right now, which was quite rude. Had he gone with Penny to her therapy session, or had Happy taken her? How had that gone for her? She'd never gone to therapy without him before. Was she okay?

The next few days felt like they lasted years, and by the time he got home Friday night, the thought of doing anything other than hug Penny tomorrow was absolutely appalling.

* * *

"Good morning!" Tony called at Penny when she arrived in the kitchen Saturday morning, his voice exuberant. She blinked at him in surprise. He _had_ said he'd be back on Saturday, but he'd also said he was free last Saturday, so she'd been half expecting not to see him today. Not that she minded.

"Uh, good morning?" she replied a little hesitantly. What was up with him this morning? She didn't think it was coffee if he couldn't literally drink enough to fill a swimming pool and have no change in energy. Had something cool happened this week? She almost frowned at the thought of Tony doing something fun without her, but washed the thought away. That was _so stupid,_ and _so clingy_ she hated herself for even thinking about it for two seconds.

"You seem confused."

"And you seem excited," she bit back, accepting the omelette he handed her and sitting on the stool across from him, "What's up?"

"Must something be up for me to be happy to see my daughter?"

"I mean...I guess not? You're just usually not like this. In the morning anyway."

"I've had my coffee," he excused with a smile.

"Uhh, I've seen you with coffee, and I don't think this is it. Coke, maybe."

"Nah, I'm a bit weirder on coke." She choked on her orange juice, snorting. Tony seemed to realize what he'd just said, backtracking with a grimace on his face, "Don't do drugs."

She smiled at him mischievously, "Well, now I'm thinkin' about it."

He pointed a finger at her accusingly, "Don't you dare. Contrary to proper belief I _am_ capable of grounding you."

"I don't knowwwww."

"I _am!"_ he insisted with a huff, but she just took another sip of her juice, making him sigh. All the while the haunting thought of ' _You're never even around enough to ground me'_ crossed her mind, and she hated herself just a little more as she pushed it away, "Okay, maybe not, but Pepper totally can."

"I believe you on that."

He hummed, sitting down beside her with his own omelette, "How's your week been?"

"Fine," Penny answered, "Me and Ned finally decided on Halloween costumes a couple of days ago."

"Yeah? Lay 'em on me."

"The Sanderson Sisters. Like from Hocus Pocus!"

Tony snorted a little, "Sounds great. And this is you, MJ, and Ned?"

"Yep."

"Who's who?"

"MJ's the red haired one. I'm gonna be the one with the vacuum, and Ned's the one who sings," she elaborated.

"That sounds like a lot of fun. But we'll have to move it aside for the much more fun thing we're doing today."

"Really? What are we doing!?" she asked excitedly, and Tony smiled.

"Guess."

"Noooo. That's lame!"

"Nope. Still gotta guess."

"Going to the zoo?" she guessed.

"Not fun. Try again," he responded playfully.

"Uhh, the aquarium?"

"Literally the same thing, but water."

"This is hard," Penny protested, and Tony shook his head.

"You've guessed _twice!"_

"Yeah! I'm out of guesses."

"You're impossible." She stuck her tongue out at him, making him laugh and roll his eyes, "No, we're not going to the zoo _or_ the aquarium. I thought we'd work on a new car I bought."

"Really? Why'd you buy another one?"

"A spot in the garage was looking pretty lonely. So, you wanna help?"

"Of course!" she exclaimed. She almost never got to do anything in the lab, confined to working on the bots or her own little projects for school, and yeah, Tony had shown her some of the stuff about one of the cars he'd been working on, but they'd never worked on one together.

Once they'd finished breakfast, the two of them had headed down to the lab, stepping into the elevator while Penny rambled on about her day at school yesterday, which had started off much better than it had ended. When the doors opened she spotted the aforementioned car immediately.

It was a bright red, obviously old and in need of lots of repair. But that was what would make it fun. Maybe they'd even replace its original fuel source with more sustainable arc reactor energy. Would that make it go faster? Definitely not as fast as the Iron Man armor, but it probably would still go pretty fucking fast.

"Alright, Shortcake, what'ya know about cars?"

* * *

Turns out, Penny knew quite a lot about cars. She wasn't an expert, but she got the basic idea of power sources and the moving parts of the machine, which made starting on repairs a lot less of a hindrance. Not that Tony would mind teaching her, in fact, he'd love to, but it also meant they actually got to start on her car together. That was the part she didn't know, and though he very much doubted she'd driven much, if at all, he couldn't wait to get started on this car.

It was something his dad had done with him, their one thing to bond over, not that they'd even done it that often. And of course Tony was going to do more than _just_ work on a car with Penny, but it was familiar, and it felt like a good place to _really_ start. Even though he'd had his daughter back for about a month and a half, he still felt like they'd barely connected.

He knew that it was really his fault, that he'd been too busy and hadn't paid enough attention to her, had left her alone. But he also knew that Penny was sad. A lot. She did smile often, but there was something missing in her eyes, something tired and distrusting--she needed something else to get to focus on. School had come as a welcome distraction for her (while a daily heart attack for him), but school was also stressful, and a less anxiety inducing stress reliever would be welcome.

"Like this?" Penny asked, interrupting his train of thought. Tony looked over at the girl beside him and shifted to see what she was pointing at in the engine.

"Yeah, but loosen your grip. You've gotta be gentle with it," he responded, tapping the part that she was twisting just a little too tightly. Penny hummed, sticking her tongue out to the side slightly as she readjusted her grip, and he couldn't help but smile at her adorableness. Her nose scrunched up, her eyes trained and focused, her tongue poked out slightly--he just loved her so much.

"Better?" she asked after she'd fixed her mistake, looking up at him with wide and apprehensive eyes. As if he was going to tell her she'd done a bad job or say 'better luck next time, guess we can't work on this anymore.'

"Perfect," he smiled, and Penny grinned back, her eyes shining. They worked for another half hour, just taking the car apart and getting the basic layout of what they needed to fix before actually fixing it, and he loved it. But...it felt tense. And he didn't think it was him that was being distant. After he'd first realized just how still the atmosphere was he'd readjusted, complimenting Penny more, more frequently putting a hand to her shoulder or starting to sing along to a song being played--which seemed to be the only way to get her to start mumbling the lyrics too--but nothing had changed. Not even a little.

So, something was clearly wrong with Penny, but he hesitated asking. Maybe today just wasn't her day, and he didn't want to push her to talk if she didn't want too. She'd feel trapped. But she was also still very clearly catching up with the memo that she _could_ talk to him, about anything, so often he had to be the one to push her or she'd just sit there, bottled up and frustrated.

He let her have her way for the first half hour, giving her time to get readjusted to him and comfortable in the lab, before he opened his mouth.

They'd just finished humming the end of _Bohemian Rhapsody_ together--which had reminded him oh-so-painfully of Penny and Ben, and how energetic _they_ had sung together--when he finally spoke, hesitating, but only a little, "Kid, is everything alright?"

"Hmm? I mean, yeah, yeah. Why--why do you ask?" she stammered.

"You just seem a little on edge today, hon," he explained, and when Penny still didn't say anything, instead continuing to fiddle with some parts that she stared _very_ intensely at, he continued, "What's up, Sweetpea?"

"Nothing. I'm fine!"

"Did you not sleep well last night?"

"I slept fine," she muttered, and there was the squirm he was looking for.

"I just want to help, Pen," he encouraged, "How did your therapy session go? I'm sorry I couldn't be there."

"It's fine, Tony. Um, it was pretty chill. Since you--since you weren't, ah, there, she said we'd just go over something easier or whatever. So, uh, yeah."

"And that kid at school isn't bothering you?"

"No."

"Are you sure you're okay?"

"I'm _fine."_

He hummed, about to leave it alone, when there was a sharp _clang!_ that reverberated across the room, and he looked down to see that the screwdriver Penny had been using had snapped. Penny yelped and jumped in surprise at it, almost throwing the now jagged and useless tool, and he quickly grabbed her arm before she could hit him or herself with it, though she flinched at the touch.

"Sorry, sorry! I don't know what--I was just and it--"

"Hey, hey hey. It's okay, honey, it's fine. I think this one was kinda old anyway, must've been on its last legs," he rushed to assure, moving to take the useless tool from her, when he saw the blood running down her hand. Her eyes followed his own panicked gaze to look down at her bloody hand. Panic. This was panic, "Okay, okay, come on, honey."

He immediately moved her to stand up, rushing her to the kitchen part of the lab and placing her hand under the faucet's running water. She followed dumbly, and he wasn't sure if the tears in her eyes were from the pain or from panic, but either way he would fix it. He had to, that was his job.

"I'm sorry," Penny muttered.

"No. No, don't be sorry, Shortcake. It's just a screwdriver, I'm more worried about your hand. How bad is it?"

"It's fine. It doesn't hurt that much."

He looked down at her hand, recoiling a bit, "It looks pretty deep, we're gonna have to keep it wrapped for a few days, okay?"

"Okay."

Tony kept her hand under the cool water for another minute or so before he began wrapping it, making sure to place some antibiotics on it. It made him feel a little better to see that nothing bad had actually happened, but he would most definitely be having Friday go over the integrity of his tools and replacing them with new ones this weekend.

"Alright, I guess we'll take a break now," Tony said, beginning to walk over to the couch.

"I'm sorry," Penny apologized for the millionth time, and he barely kept himself from sighing.

"Well, you shouldn't be," he responded, leading her over to the couch and sitting her down, "What's wrong, Bambina? Obviously something was wrong with the screwdriver, but I think there's something wrong with you, too. Care to tell me what's up?"

"Nothing's up," she deflected. _Again._ Seriously, she just did _not_ want to talk. It would be adorable if it wasn't so frustrating.

"Penny," he said softly, barely managing to get her to stop looking at the floor and at him instead, but hey, it was a step, "I just want to help, to be there for you, okay? That's my job, and I love my job, because I _love you._ So. Much. I don't care about that stupid screwdriver, I'm more mad at it for hurting you. So, what's wrong?"

Penny struggled with herself for a minute, hesitation and discomfort clear as day on her face, but she opened her mouth to say something, looking uncharacteristically trusting and--

"Sir," Friday interrupted from the ceiling, and he almost swore. Penny closed her mouth with an audible _click!_ and he was sure his chance was gone.

"Not now, Friday. Unless it's world ending then--"

"It's an alien transmission. From Thor and Dr. Banner I believe."

Well, _shit._

**Notes for the Chapter:**

> Ok, yeah, so, the next chapter is not written yet, and I have a lot of tests this week, so this'll be it for a bit, my bad.


	36. Alone

**Notes for the Chapter:**

> Whoo! I finally got this one out!! I hope you like it, and I'll get the next one out as soon as possible. And like, idk, pray for me or something. I've got a math test tmrw and I am scared as hell.

Tony blew out a stressed breath listening to the voices in the room, panicked and confused and angry. After Friday had delivered the message about Thor and Dr. Banner, he had essentially rushed Penny out of the lab and into her own room, reminding her not to move her hand too much, and then leaving, collecting Pepper and then all the Avengers so that they could all yell each other about the best way to approach this.

He wouldn't say that anyone was angry--not like they had been when Ross had first given them the Accords--but that everyone was definitely stressed. After all, Bruce had disappeared more than a year ago, and Thor, well, Thor kinda went wherever he wanted anyway, so he hadn't really been too worried about the man.

When they had first entered the room, the team rushing in after Tony had gotten there, they had listened to the message, a little surprised to see that it was holographic. It was a little glitchy, but rather accurate as Thor with a new haircut and an eyepatch as well as Bruce, wearing a tattered old blazer of his, smiled broadly and tentatively respectively.

"What the hell..." Sam had muttered at the sight.

"Hello, Stark!" Thor had waved, smiling in that warm but idiotic way of his, "And Avengers, if you're there, Banner says this will be sent to Stark and you'll share it, so hello everybody. Banner, say hi!!"

Damn, he really was a ray of sunshine. Banner had played along, waving a little as well, though much less enthusiastically, "Uh, hi, guys."

There'd been a few smiles all around, soft and glad to see their missing friend, and Tony couldn't lie, he'd missed his buddy in the lab. And he'd been worried. He hadn't known if Bruce was missing on Earth or dead in space, and the result had been fail-safes for tracking in new versions of the Quinjet as well as being able to withstand and be built for space. And plenty of suppressed grief that he hadn't really touched on.

Thor had suddenly turned a little more serious, a little more somber, and the room had shifted with him. Thor had cleared his throat, "My father is dead, and I am now king of Asgard. We had a little adventure with it, a fight for the throne between me and my sister--it was a shock to me too, but don't worry, she's dead now." There'd been some raised eyebrows and exchanged glances at that, especially at his casual tone, "In the fight, Asgard was, well, destroyed. We are now a lost people, and are seeking refuge on Earth. Now, I'll obviously have to do some kind of, debate or something, with your world's government, but until we are able to claim a home, I wish for my people to be taken care of."

Tony had stroked his goatee as he began piling together a list of what to do. He didn't really have a good grasp of the number of Asgardians, but maybe he could set up some hotels, rooms at the Compound. Keep them all contained until they could get them some land.

Bruce had spoken up next, "Um, by the time this message reaches you we should be on Earth within six days. We're sorry for the short notice, but these people need help, and we don't have enough resources to stay away any longer. Ah, also we probably let you know that, uh, Loki's with us too."

"Reformed, he's reformed," Thor had jumped in, pointing at the people in the room as though expecting the reactions of groans and sighs of annoyance and confusion. Thor had then started waving at something off camera, calling, "Loki! Come over here and say hi! ...He said no. Well, he'll say hi when we get to Earth."

Bruce had shaken his head, looking lost as he stared at Thor before turning back to the room, "We'll be landing on October 21st, 5:32 pm at the compound, and entering the atmosphere between 32, 75 degrees and 41, 72 degrees. We'll see you then."

"Bye," Thor had waved, and the hologram froze, indicating the message was over.

"Well, I guess any kind of vacation is off the table," Natasha commented, relieving the tension around the room somewhat.

"You could say that," Rhodey responded, huffing and shaking his head, "Jeez, as if there wasn't enough going on already..."

"We'll just have to work harder," Steve said, stepping into his director role quickly, probably sensing the stress in the room, "Tony, Pepper, what can you get together for the Asgardians?"

He and Pepper glanced at each other, "Hotels, some room at the compound maybe? We'll try and keep them in New York, but the UN will certainly have something to say."

Steve nodded, "Start putting that together, the rest of us will put together an argument and request a private audience."

"I'll oversee that," Rhodey offered, "God knows you all aren't exactly _admired_ by the UN."

There were a few chuckles at that, and then Vision spoke up, "If I may be so inclined to ask, and possibly offer my services, what do you plan to do with Ms. Stark while we take care of this?"

Tony shook his head a little bit. His workload had been so busy, been so filled with too many meetings and not enough Penny, and now it was going to get worse. He's thought he'd _at least_ get this Saturday to try and do _something,_ and now...

"I'll try and keep Happy assigned to her, though he'll be busy with security at the compound with all this..." he muttered. And, crap. Nobody would be around to watch Penny, not a person that he trusted anyway. Friday could only do so much, and she needed at least a person to hang out with, not an AI, despite her full personality. It wasn't like he could get her a nanny. She was fifteen and there was no way she would want _another_ stranger looking after her, and Tony definitely didn't want that for his daughter, but--

"I'll look after her," Wanda spoke up, interrupting his train of thoughts. All eyes turned to the young woman, who cleared her throat and continued on, "You don't need my help with the UN. I'd only drag you down, so I'll take care of her."

Now, it wasn't that Tony didn't trust Wanda, but there was no doubt some tension between the two of them that didn't exist with the rest of the team. And it was a lot to put on a nineteen year-old. Fuck, she was _nineteen!_ She was still a kid herself. But she was strong, and resourceful, and more than capable of defending Penny if it ever came to it.

Well, Wanda it would be.

"Are you sure?" he double checked, "You'd have to pick her up from school and make sure she eats and--"

"She's fifteen not five," she laughed, "And I'm sure. I'll look after her."

"Thank you," he said sincerely, "I'll pay you for babysitting."

"You already pay for everything."

"And I've got plenty more to spend."

"Great," Steve said, though Wanda looked ready to argue more about the money aspect, "Everyone get started."

There were nods all around, and so with little haste, they all began working.

* * *

Penny was going to like, actually lose her _mind_ with boredom. No joke. TV was great, but there was only so much you could watch before you felt gross, and honestly, she'd never watched as much TV before she'd come to live in Stark Tower. Avengers Tower. Who cared.

The teen blew a raspberry as she slid off of her bed. She just, wanted to _do something._ Or hangout or something. But Tony was busy again, as well as the rest of the Avengers, her friends too. Ned was out of town visiting family, and MJ was doing a haunted house with her parents, which honestly sounded really fun. She briefly toyed with the idea of doing a haunted house with Tony, but she doubted the man would be able to find the time to spend with her. Maybe Rhodey? But he was generally super busy too.

She let out another bored sigh, flexing her cut hand and closing her eyes as anxiety swarmed in her stomach. She couldn't believe she'd been so _stupid_ and broken that screwdriver. She'd just gotten so nervous and Tony wouldn't stop asking questions, she was lucky he had just decided the tool was old. She still wasn't ready to tell him, she didn't know if she'd ever be, but Natasha had said she'd have to.

The girl hugged her knees to her chest as she thought about how close Tony could've come to realizing that she was _different,_ to put it lightly. She didn't think he would hate her, but what if he did? When he'd had a kid, well...he'd expected a _normal_ kid, who would grow up with him. And then she'd been gone and she'd come back with altered DNA and a strangely detached relationship that didn't seem like it was getting any better.

Penny shook the thoughts away, instead trying to figure out something she could do. It wasn't that the tower was short on entertainment--what with the pool, and the movie theater, and the fucking _bowling alley and roller skating rink--_ but she just didn't want to be alone right now. She wasn't in the right headspace to just, sit down and watch something, or run around by herself. Despite how badly her body itched to move around, it desperately wanted company more.

But she wasn't sure how to get it. With everyone already busy, too busy for her...

She shook her head, feeling guilty for thinking like that, despite a small part of her knowing it was true. Tony already spent so much money, so much effort, and _had_ spent so much time. He'd been busy the past couple of weeks, sure, but he was Tony Stark. She had no right to be upset, to be sad or angry. Absolutely no right.

Penny had been about to just pick up a video game (when there was no company, she just found strangers online. They were some ride or die friendships for a total of twenty minutes), when there was a knock at her door. She flinched in surprise, heading over to the door, and surprised to find Wanda. The woman gave her a tentative smile.

"Um, hi?" Penny greeted. She wasn't sure if she and the Scarlet With had had a conversation other than simple pleasantries a few times, so it was strange to see her outside her door.

"Ah, hi," Wanda responded in her thick accent, "I'm not much help with what's going on upstairs, so I thought I'd come hang out with you."

"Oh, ah, you don't have to. I mean, I would love to hang out, but you--"

"I want to. Besides, I, ah, I'll be looking after you until Stark can finish fixing all, uh, this." She made a gesture with her hand, as though it would explain everything that was happening. And it kinda did. A confused wave honestly explained the whole situation better than Penny could in words, "He's putting together places to stay for the Asgardians and pleading their case, so I'll take you to school and stuff."

"The Asgardians?"

"Oh, yeah, it's not just Thor and Dr. Banner. It's all of Asgard, Loki too."

"Really? I thought Loki was like, dead or something," Penny said, and Wanda shrugged, "And he's coming to Earth?"

"Yeah, Thor said he was reformed or something."

"Do you believe that?"

"People change, but I don't know. I'll see when I meet him I guess."

"With like, your powers?" she asked hesitantly. She wasn't sure how Wanda felt about talking about her powers, and saying it aloud felt like an admission to her own powers, though it really wasn't. She was just anxious. Which was stupid. Well, maybe not, considering Wanda could like, read minds or something.

Wanda smiled a little, amused, "Yeah. Don't worry, I'm not reading your mind, but I won't mind reading his."

"Fair enough," Penny smiled, and then looked from the doorway behind her at her room before turning back to Wanda. She guessed they'd be stuck together for a while anyway, "Uh, have you ever played Minecraft?"

* * *

As it turned out, Wanda had not played Minecraft, which seemed like a crime against humanity if you ask her. Nineteen and never played Minecraft. Jail. Jail for...the world? Penny wasn't sure _who_ was to blame for the woman sitting next to her only now getting to poke her tongue out in concentration as she made her first dirt house, but they should definitely be in jail.

Penny had set the Avenger up on her own computer, downloading the game (feeling a little guilty for not asking Tony first, but when she tried to ask Friday the AI had responded that the man was too busy to talk, and also that he wouldn't really care if she spent $40 anyway. So, she guessed it was fine), and connecting the both of them on her own server. As such, she was currently just the Steve Skin, but Penny was working on downloading her a Scarlet Witch skin, which there were actually a few of.

"What was that noise?" Wanda asked, and Penny turned her character to look at Wanda's.

"Just a zombie, dude. It's night now."

"Why are there zombies?"

"I don't know, to make it more challenging I guess. We can make the zombies go away."

"We can?"

"Yeah, we can change the settings to peaceful, or murder them all. Or if we get a bunch of sheep we can make a bed."

"A bed?" Wanda asked, digging a little hole in the dirt house to peek outside.

"Yeah, it skips the night, and most of the monsters can't survive in the day. And they can only spawn when it's dark."

"Okay, so we can go out and kill them or...wait here?"

"Pretty much."

They ended up killing them. Well, Penny ended up killing them. She'd passed Wanda a stone sword, but the Avenger kept getting killed by spiders--which Penny found a little funny, though Wanda kept making noises of disgust at their scuttle sound--so Penny ended up taking care of everything while Wanda kept trying to find her way back to the house only to be killed again on the way.

Needless to say, the woman was rather ecstatic when the sun began to rise.

And then the sun began to _actually_ set.

Wanda took notice first, stopping the game so that they could eat something, which she guessed was fair, they'd been playing for hours at this point. Due to the fact that it was nearly 7 o'clock, they just stuck with leftovers, though the woman promised to show her some more traditional Sokovian meals tomorrow. Overall, Penny had had a lot of fun hanging out with Wanda, and when the Avenger left down the elevator with a smile and a wave, she was sad to see her go.

And now she was alone. Again.

* * *

Rhodey startled awake, almost falling out of the chair he was in, and barely managing to catch himself, gripping onto the table in front of him. The man blinked around the room in confusion, taking in the piles of paper, the multiple screens blinking between reports and information and laws and _everything._ Steve and Natasha were still there with them, looking exhausted, but still reading. Well, they had been reading, but now they were looking at him, noses crinkled in amusement.

"Morning, sleepyhead," Natasha greeted. Rhodey rubbed at his eyes in annoyance.

"Why didn't you wake me?"

"You looked like you needed it," Steve explained.

"I appreciate that, but we're so swamped, I'd prefer if you just woke me next time," Rhodey responded, trying to force himself to wake up. There was so much work to do, and not enough people to do it, "What time is it?"

"2:33," Nat said.

Tony, Sam, and Vision had all left around eleven, Vision and Sam to alert the UN and begin cashing in whatever favors any of the Avengers had in the military. It was really all hands on deck for this one. Pepper was looking over where the Asgardians were going to live, paying out every hotel branch she could find near the compound and renting trailers to put on the property. Tony was setting off satellites, clearing the way for where Bruce had said they were entering, and Rhodey had heard his friend say something about recreating that SHIELD cage for Loki.

And that left him, Natasha, and Steve to piece together an argument that would _somehow_ fit within the Sokovia Accords. They might have to create some whole new piece as an add-on about galactic integration, but they didn't know about how other planets did them so there wasn't--

"Colonel Rhodes," Friday interrupted, and Rhodey looked up from where he'd been taking down notes. Maybe Friday had found something useful.

"Yes?"

"Penny is in distress, and per protocol, I am to alert you while Boss is out of the tower."

Or not.

Rhodey shot out of his chair and bolted out the door, barely waving the other two goodbye as he rushed to the elevator. Worry flooded the man as he went. Why was Penny in distress? Had she hurt herself? A panic attack? He tried to keep up with what was going on with her as much as he could, but Tony was busy enough figuring it out himself, much less telling him himself.

"What happened?" he asked when he finally got to the elevator, the doors closing behind him much too slowly for his taste.

"Ms. Stark woke up due to a nightmare a few minutes ago. She has been having trouble breathing and is asking for Mr. Stark," the AI explained, and he cringed. Tony obviously couldn't make it, since he must be out of the state by now, so he would have to do. He could comfort the girl, even if she didn't believe in him quite like she used to.

Rhodey was out the door the moment it opened, and at Penny's in no time, raising a hand and gently knocking. The sniffles and cries beyond the door--making him winced--immediately stifled, but only for a moment before they started up again. He got the feeling the girl was crying so hard that she couldn't stop for more than a fleeting second.

"Penny?" he called softly, "It's Rhodey. Can I come in?"

He didn't get a response, but he opened the door anyway. He couldn't leave her alone any longer than she already had been, and Friday would've told him if he shouldn't go in. So he let himself in, allowing for the dim light of the hallway to flow into his goddaughter's dark bedroom.

The teen was hugging her knees close to her chest, leaning against the base of her bed and a blanket strewn in front of her like she'd thrown it off in a frenzy. Hiccups and gasps were coming from the girl as she forced in deep breaths, clearly struggling. Tears streamed down her cheeks freely, her face flushed a deep red and beginning to puff up around her eyes.

He immediately went to her side, but stopped when a clearly involuntary whimper escaped from the back of her throat and she flinched. Hesitating, he knelt down a couple of feet away from her, confused and a little hurt by the ways her eyes watched him closely. Warily. Scared, she was scared. And she was still taking in shallow, gasping breaths. The breaths reminded him of Tony after a nightmare or a panic attack, and he didn't like that. Not one bit, especially since it meant she might pass out.

"Hey, PJ," he greeted softly, "It's just Rhodey, okay? You need to breathe or you're going to pass out, baby. Just copy me." He took a deep breath, but Penny didn't follow, still barely breathing. He hesitated before reaching out a hand, meaning to wave it in front of her, just to get her attention, but she flinched back violently. The bed behind her shook with her, and a small shriek escaped her throat.

"Don't touch me! Don't touch me!" she rushed, her words shaky and so raspy that he could barely hear her, despite the force she was clearly putting into her voice.

"Okay, okay! I won't touch you, honey, okay? Look, see?" he retracted his hand and sat down, crossing his legs and wincing at the pain already forming in his back. Penny calmed down a little as he moved back, but she still watched him closely, "Pen, you've gotta breathe. Okay, can you breathe for me? Just breathe for your uncle, okay?"

That seemed to grab her attention, her eyes coming alight with a faint sense of recognition. This time when he took in a deep breath, Penny copied. Again. Again. And again, until her breathing finally began to even out after a couple minutes of him leading her through the breathing exercises.

Throughout the few minutes, every new breath was joined with her eyes clearing just a little more, until she was finally looking at him. Really looking at him, no longer distrusting or afraid, though still wary, and her body still racked with shakes. She whispered, "Rhodey?"

He smiled at her, "Yeah, hon. Are ya' feeling better?" She nodded, "Are you okay?"

"Y-yeah," she rasped, then went silent, her eyes flickering to the ground as she shook her head helplessly, "No."

"That's okay. You don't have to be," he assured, "Can I come closer?"

At Penny's hesitant nod, he scooted closer, but he still didn't touch her. Something about the way she'd demanded not to be touched earlier, the way she'd flinched and whimpered and shook...it was unsettling, and it scared him. It hadn't been a very intense panic attack, but she hadn't recognized him, had regarded him as a threat, and she just hadn't been, well, Penny.

"Sorry," Penny apologized when he had settled beside her. He frowned at that. She had a problem with apologizing, and he knew girls tended to apologize a lot, but this was excessive, and it honestly made him sad. He wanted her to be comfortable, to be her family, but she was always tense, always just a little sad.

"Don't be," Rhodey responded, "Was that a nightmare?"

Slowly, Penny nodded.

"Do you wanna talk about it?"

She shook her head.

"Okay. What do you need?"

Penny shrugged, and he racked his brain for what Tony usually needed after a panic attack at the lack of response. The man didn't usually like to be touched, but he liked being grounded. A hand hold or a touch to the shoulder was often the only thing that was helpful, but Tony had never had that kind of 'I really don't want to be touched' problem during a panic attack for him. Not so bad that he'd ever screamed it anyway.

Unsure of what to do, he just sat there, wishing he could do more for the girl next to him, but as he watched her, she seemed to get calmer and calmer by the second. And finally, after several tense minutes, Penny finally whispered in a croaked voice, "Where's Tony?"

Rhodey closed his eyes, barely holding back a sigh, "Not here." Penny looked straight ahead, frozen and barely reacting to his words, "I'm sorry, Sweetpea. He'd be here if he could, I promise. A lot's been happening with Thor and the Asgardians, and he had to leave to take care of it."

"He's gone a lot," she mumbled.

"Yeah," Rhodey agreed. Tony _was_ gone a lot, and it was something Rhodey hadn't really realized until recently. Before, it hadn't mattered, not really. Everyone had always been away, always doing something, but that had been okay because they all had been. They'd hung out when they could, seen each other at meetings or charity galas or something that was more the cause of their jobs than getting together.

The colonel knew that his friend was trying, _really trying,_ to hang out with Penny, to actually be her dad, to support her and make sure she was okay. But right now...he wasn't. The two weren't close enough for him to be gone a lot and it not have a huge impact. For her to be sure that it wasn't her own fault that Tony was gone. And it was breaking his heart.

"He doesn't want to be gone," Rhodey started, frowning when he saw her still staring ahead blankly, "He really doesn't want to be, PJ. I guarantee you he wants nothing more to be working at some PTA event selling cookies at your school, because he's your dad, and he wants to act like it. But he can't be. A lot of us can't be, actually."

Penny shrugged, mumbling hoarsely, "It's okay. You're the Avengers. The world's kinda important."

Rhodey wanted to tell her that she was _more_ important, that he wanted to put every living second he could into picking her up from school and attending her school competitions and getting to be the godfather that Tony had trusted him to be. But just like Tony, he had to take care of the world. The billions of people on Earth were important too. The Asgardians who had lost their homes were important too. And keeping the world safe so she could grow up to be who she needed to be was beyond important.

"Yeah, well you're important too," he responded instead, and she finally looked at him. Her eyes were cold and sad, but at least she was looking at him, right? Surprisingly, she held out a hesitant hand, and he took it gently, clasping his hands over hers and rubbing it gently with her thumb. He was surprised by the amount of trust that allowed for him to scoot just a little closer. Smiling weakly, he joked, "And you're a lot less messed up than the world."

He didn't even notice Penny's whispered, "I'm not sure about that."

**Notes for the Chapter:**

> shout out to my soul buddy for proof reading, i love you my son


	37. Am I Wrong?

**Notes for the Chapter:**

> I am SO ANNOYED!! IF I HAD MANAGED TO KEEP WITH THE SCHEDULE MY HALLOWEEN CHAP WOULDVE COME OUT ON HALLOWEEN IM SO ANNOYEDDDDD

Tony stared down at the phone in his hands, doing his best to keep his face neutral as he watched the footage from Penny's bedroom last night. Friday had alerted him around 2 AM this morning, when he'd been in the middle of clearing out and securing space for the Asgardians--which included a _lot_ of paying people out and so many NDA's he was sure his team of lawyers were having a heart attack--that his kid was having a panic attack. Logically, he knew that even if he took the Iron Man armor, he wouldn't arrive at the tower in time to calm her down and help her. But at least Rhodey had been there and able to help, but it didn't make him feel any less guilty about not being home.

And then he didn't get to go back home.

Rhodey had texted him about an hour later that Penny had fallen asleep, so he'd continued on with containing the chaos, and then the billionaire had had to leave for D.C. to present their argument. The sooner they got it laid out before the Asgardians came, the better. The rest of the Avengers, sans Wanda, had come. There Tony had finally seen Rhodey, decked out with his medals and full formal military uniform, but they'd been unable to talk about anything other than the case. There was only a certain level of goofing off that they would allow from him, and he really needed to be on his best behavior if he wanted anything done. Even if it was killing him.

They'd sat there for a few hours before they'd taken a recess, and Rhodey had finally shoved the phone he was currently holding into his hands to show him what had happened. And it wasn't pleasant to say the least.

His heart raced and tugged with each cry, with each gasping breath, and he couldn't quite describe the pain he felt when she asked for him. A wave of guilt, a layer on top of every other of his thousands-- _millions--_ of guilts, crashed down upon him. Why couldn't he be there? Why couldn't he be what she needed? What she wanted? Why couldn't he just be her dad?

Tony silently handed the phone back after the video had ended, crossing his arms and sighing in blatant defeat, not quite sure what to say. Rhodey was giving him a sympathetic yet stony look, and Tony was sure his friend was annoyed with him, and while Rhodey was never really _angry_ with him, it wasn't to say he never got mad with a huge side of disappointment. He'd seen Rhodey mad at him, and though he'd managed to stay off of his best friend's bad side for a good while, he felt like he was trying his luck.

It wasn't even that Tony was upset at the idea of upsetting Rhodey. When he was mad, it was generally for a good reason, he was smart like that. He just wanted to _be there._ Why couldn't he be there? Which he voiced to his friend, who was watching him sharply.

"Because you prioritize work so much, Tony," Rhodey answered almost scathingly, looking down at the floor with a slightly bitter expression, "You have an awful, overly indulgent work ethic that hurts people. And now it's hurting Penny. Don't you notice how she'll pause if we say we love her? It's almost like she doesn't believe us!"

Tony blinked, scouring his mind for whenever he'd told Penny he loved her. At the beginning especially, he remembered just how little he believed Penny when he'd asked her, "You know I love you, right?" There hadn't been much reason then to believe her. It had only been three days, why would she know that? He'd been open on telling her, but how much had he _said_ something instead of _doing_ something? He hadn't looked after her after May's death. He'd practically yelled at her after she'd skipped school. Why would she know that he loved him?

A stone dropped in his stomach. He didn't like that.

"I'll talk to Dr. Patel, see if she's noticed anything about it," Tony responded, making up his mind, "I'm taking a break by the end of the month. I'm gonna sort this shit out and then I'll spend time with Penny."

"Do you think you'll be able to do that? You have a lot you've put your foot in, and you don't like to stop working, Tones."

"I had plenty of time to party in my twenties and thirties, I should be able to take care of my daughter in my forties."

Rhodey looked at him unsurely, and truly, Tony got the doubt. He never had been much good on promises, especially when it came to the Avengers. He worked and worked and worked--and it was a distraction. His work was meaningful to the world, but he'd never worked as hard as he did after Penny was gone, and he hadn't stopped on that grind over the years, and not even now that she was back. Maybe it was still a distraction, from his failures, from his disconnection with his kid. But that was something to pack away for later, when he eventually got to his therapy appointment that had been put off for the past couple of weeks.

Rhodey had a hesitant air around him, something that was rather unusual for his long time friend, who was always so sure and so strong. It was unnerving, if Tony was being honest, but he understood the colonel's hesitation when he asked, "What was with Penny not wanting to be touched? I mean, panic attacks can be... But, she was so _scared_ when she said it, I just can't shake that image from my head."

Another piece added to the pile. Another note added to the corkboard, connected by strings of worry and fear. Another little tick in the clock, edging him closer until the time he'd find out...something. Something that had to do with Penny's tenth birthday. Something that had to do with how nervous she got, with how little she liked being touched, with her nightmares and her fits. Something that would fill in one of the many puzzle pieces he was missing about his daughter.

Tony opened his mouth to make another remark to Rhodey, maybe something reassuring, or just something else for them to ponder, when a voice called from inside the room they had exited earlier, "The court is now coming back in session. Please take your seats."

It was going to be a long week.

* * *

It was going to be a long week.

Penny snapped awake for the billionth time that day, mumbling a 'thanks' to Ned, who had poked her on the shoulder again to keep her from dozing off. It was only first period and already the teenager was exhausted, though at least it would end soon. Just five more periods to go. And she had gym. She hated gym. It took more energy to pretend to be bad at gym than it did to just do it. She wasn't a good actor, but at least she was apparently good enough to keep everything from falling apart.

It was a fine line though.

After Rhodey had calmed her down from her nightmare induced panic attack two nights ago, he'd stayed with her until she'd fallen asleep, and she'd been grateful for the lack of questions, and his lack of ability to ask them due to his absence from the tower the next morning. Wanda had once again come to hang out with her, and they'd spent a few hours playing games and continuing to goof around on Minecraft, but it just...it hadn't been a good day.

Her stomach had roiled and strung itself tight with festered fears and terrifyingly fresh memories that made bile appear in her throat, and only made her heart beat faster at the thought of Wanda discovering those memories. But, despite the concerned glances sent her way, Penny doubted the Avenger had read her mind at all. She'd said she wasn't going to after all, not that it really swept away much of her anxiety.

The day had ended, which meant she was supposed to go to sleep. Needless to say, she definitely hadn't. It was something Penny had tried before, staying awake to avoid nightmares, and it had never gone _great,_ but she felt like she at least had some decent results. And it didn't matter to her if it would work or not. All Penny needed was the reassurance that she wasn't going to have nightmares like that again soon. Not sleeping was a pretty good way of ensuring that, she felt. And well, it was _technically_ working, even if it meant she was getting a ridiculous amount of side-eye from her teacher because she hadn't slept in two days.

As much as Penny hated Tony and Pepper being gone, she couldn't deny that she got to patrol more. Wanda always retreated back to her floor at the end of the night, trusting the tower's security to take care of her, and it left the teenager the ability to finally get outside and not think. She felt freer thanks to it, but her body wasn't exactly thrilled with not only not sleeping, but constantly working out. She was eating though, so her body should stop complaining. She was doing fine!

After first period, Penny and Ned parted ways to begin heading to their second periods. She sleepily stumbled her way to her next class, not paying attention to where she was going, which really was going to be her downfall one of these days. She felt the faintest tingle at the back of her skull, and she only had the time to look up, before smacking right into a sprinting Flash.

"Oomph!" Penny grunted as she allowed herself to be practically thrown to the ground by the force. Flash similarly let out a yelp, clutching at his head the same way she now was. He really had just bonked heads with her, and with her already impeding headache, it wasn't much fun.

"Hey, watch--" Flash started, but cut himself off when he saw just who he'd smacked into. He immediately stumbled up, his hands shuffling as if he weren't sure to help her up to or not. He was saved from making the decision by Penny picking herself up, ready to move on and get to class. People were already staring, "Um, I'm sorry. I didn't--I mean--"

"It's fine," she mumbled, recollecting her books and moving away. Flash had run into her so many times before she barely blinked, but she got the feeling that this time it wasn't intentional. He'd even looked...apologetic? Maybe she was just imagining things. She probably needed to sleep tonight, of course she wouldn't if she could get away with it though.

Penny got through her next two periods only by sheer willpower, and also her friends. Well, mostly her friends...okay, it was totally all MJ and Ned. MJ kept her awake through second period, but she had third by herself, and that was where the willpower came in. As well as the coffee she'd snuck that morning. But at least the class she was alone in was just math, so it was easy and all they were doing were a bunch of worksheets that she finished before class ended. Had she not been so tired, she would've finished earlier, but as it was, her brain was running a little slow.

By the time she got to lunch her legs were dragging and her head was swimming. The lights were too bright and everything just a little too loud, but the teenager just sat down next to her friends, setting her lunch tray down a little too harshly and beginning to pick at her food. MJ and Ned exchanged glances at the corner of her eye.

Oh no.

"Are you feeling alright, dude?" Ned asked, and she hummed, nodding as she continued to pick at her school lunch, not bothering to eat it.

"Yeah. Fine. Just tired," she muttered, rubbing at her eyes and holding back a yawn. She didn't have to look up to know that her friends were exchanging another glance of disbelief.

"Are you sure? You've been--"

"DUDE!!!" someone halfway across the cafeteria screamed. Everyone stopped in their tracks and stared at the kid, who looked equal parts shocked beyond belief and like Christmas had come early. There were a couple of 'What's' and 'Huhs?' across the cafeteria before the kid shouted again, just as loud as earlier, "THOR'S COMING BACK TO EARTH!! WITH THE REST OF HIS PLANET!!"

And just like that, all eyes were on her.

Unable to keep order--probably from being so shocked themselves--kids began sprinting to her table. Having now been at school for a few weeks, people had calmed down about her newfound fame and riches and connections. Invitations were still thrown her away in the hallway, or sometimes even paper ones poured out of her locker unexpectedly, but overall people had adjusted and left her alone.

Not anymore.

Now nearly fifty kids were crowding her table, surrounding her seat, sitting beside her, and surrounding her table in a throng so thick that MJ and Ned were pushed out of her sight. Her popularity hadn't really rubbed off on them.

"Did you know--"

"When are--"

"--can I meet--"

"--they should totally--"

Voices crowded over one another, all drowning each other out and criss crossing over one another in the most deafening way imaginable. Her hairs were standing on end and eyes wide with panic, the world swimming around her in a dizzying array of confusion and overpowering anxiety.

Without thinking, Penny shot up from her seat, not even pausing as her tray exploded away with the force of her flying up, or at the kids who looked at her with confusion and shock as they were knocked down from her struggle. The ones unaffected barely even paused in their interrogation as she dashed around the table. The teenager didn't even think as she picked up MJ and Ned from where they'd been pushed to the floor, clutching their arms just a little too tightly as she ran.

They were out of the cafeteria room before anyone could even blink, and Penny realized two seconds too late that she'd probably looked suspicious using her powers. But she'd escaped the oppressive room, though her heart continued to beat erratically, even as Ned and MJ tried to calm her down.

Penny didn't let go of her friends' arms until she was a hallway over, bursting through the doors of the theater room. Realizing that they were out of breath from being dragged around way too fast and hard forced her back to reality, and she stopped in her tracks. They were flung a little farther with her force, only stopped from falling from her refusing to let go of their arms, both yelping in confusion in the darkly lit room.

"Sorry! Sorry, sorry, sorry," she rambled, finally letting go of their arms, a little reluctantly.

"It's good, dude," Ned said, and MJ hummed in agreement, though they were both rubbing at their wrists with little grimaces. Her heart skipped a beat, and she frowned, rubbing her own arm self consciously.

Noticing her probably terrified and guilty face, MJ spoke up, "Don't apologize anymore. You're good. They were being assholes."

Ned nodded, "Yeah, besides, I'd much rather hear about Thor than you say sorry again."

Penny managed a smile, though it was weak, "I don't really know much. Tony hasn't told me anything."

"Still. _Thor,_ dude," Ned smiled. MJ rolled her eyes, vaguely amused.

"Let's just sit down and hide out before we have to go back to class," MJ suggested, and they hummed in agreement. They sat on the theater stage, hiding behind the curtain in case a teacher walked by. Penny was sure it was only a matter of time before someone found them, their escape from the cafeteria hadn't exactly been subtle.

And someone did find them, though she'd expected a teacher.

Penny's head shot up at the sound of footsteps and the old theater door creaking open, peaking around the faded red curtain to see the intruder. The teen's face went red as she spotted Liz, her head swiveling around before making eye contact with her and smiling. She melted.

"Hey, Penny!" Liz greeted, climbing onto the stage. Ned and MJ peaked around too at the greeting of their decathlon captain.

"H-hey, Liz," Penny stuttered, cursing herself for her stupid feelings, "What, uh--what are you doing--ah, doing here?"

"I just thought I'd bring you your bags," she said, hauling said bags up and sliding them towards her and her friends, shrugging, "After the freak out in the cafeteria, I guessed you weren't coming back, so. Sorry I couldn't save your lunches."

"No, no! It's great! Uh, I think Tony put some granola bars in my bag, so we're--we're good. We're great."

"Good. Um, I'm glad." She pushed a strand of hair behind her ear, and Penny was enraptured, "So, um, are you guys going to Homecoming next Saturday?"

They all shook their heads, and Penny grimaced a little. Liz put so much effort into Homecoming, and what if she thought Penny was ignoring her? That would be, like, the worst thing ever!

"Ah, my--my, uh, dad said not this year. I wish I _could_ go, but, he said--he said no," Penny rushed to explain, and Liz smiled again.

"Well, hopefully you can go next year. At least for prom," Liz said, and Penny nodded in agreement. Liz hopped off of the stage, waving goodbye, "I'll see you at practice tomorrow! Bye guys!"

Nobody said anything for a solid fifteen seconds until Liz had walked out the door until Ned joked, "Wow. You're amazing at flirting."

She shoved him, "Shut up."

* * *

They stayed in the theater room for as long as they possibly could, until they had to go back to class, and she barely managed to get through the day. Eyes followed her intently, she even got some from the teachers. Most of her teachers were pretty chill and good at keeping other kids away from her, though that didn't stop them from trying, or just whispering about her.

Penny was exhausted by the time she flooded out of school with the streaming crowd, her lids heavy as she searched for a familiar car. Wanda had said she'd pick her up, but she didn't know what kind of car the Avenger drove so--

"Penny!"

Her head swiveled at her name, tensing up for a moment at the thought of some reporter, but relaxing when she caught sight of Wanda in the car line, waving from the passenger's side. And nobody was in the driver's.

A little confused, she bounced up to the deep red car, smiling tentatively at the woman before slipping in the back, "Uh, hey, Wanda. Thanks for picking me up."

"No problem," Wanda responded, and the car began driving away itself. Oh, duh. Still, noticing her confused look, Wanda explained, "I don't have a license here yet, so Friday's driving."

"Does Friday have a license?"

"I do," the AI popped up helpfully. Penny and Wanda both laughed, though it ached in her chest. Something about laughing...it had felt off recently. Sometimes she'd laugh so heartily and so remorsefully, she didn't even notice through her joy that it felt weird, but other times she recognized the wrongness of it.

There had been times before when laughing had felt wrong, but never _this_ wrong. It settled in her chest alongside her doubt, her misgivings, and her fears. And she wasn't sure it would ever leave.

* * *

Tuesday, Wednesday, and Thursday went by just as slow as every other day had been. They were somehow both boring and lowly, yet anxiety-inducing and overcrowded. It was a strange mixture to live through, and her only moments of relief were decathlon practice, where she felt a little peace answering questions like they were her life-blood, and whenever Tony called.

He usually called before she went for bed, and they were always the best fifteen minutes of her day. She hated how clingy she'd gotten, but it was good to hear his voice and...it--it was good to hear him say, "I love you."

Penny plucked at a loose string on her blanket as she held her phone to her ear, listening to her father talk about congress, the UN, a cool cookie recipe he thought they should try out together, something stupid Steve had said, and asking a million times if she was doing okay.

"I'm great, Tony," she answered for what felt like the gazillionth time, a smile tugging at her lips despite her exasperation, "Thor's yesterday's news already. Nobody's bothering me."

"I find that hard to believe."

"Okay, _fine,_ they still ask, but my teachers make them leave me alone, so it's not that big of a deal."

"You have a very skewed view of what's a big deal or not."

"Depends on who you ask."

"I don't need to ask anyone. I'm Tony Stark and I have a _great_ sense of judgment, meaning I know when my daughter makes a stupid decision."

Penny giggled, scrunching up her nose in amusement as she rolled her eyes so hard she was sure he'd be able to feel it through the phone. She hoped he would anyway.

"So, ah, they'll be here tomorrow?" Penny asked hesitantly after she'd calmed her giggles down. Tony sighed a little on the other end.

"Yeah, they'll be landing at the compound. The plan is to sort everything out there for the night before heading back to the tower."

"And Loki?"

"He'll be held on lockdown in the tower for now. I don't like it, but there was a lot of dispute over what to do with him, and that was just about the best agreement we could come up with for now, especially without Shield to take care of him anymore."

"I'm sorry," she apologized.

"For what?"

She shrugged, "I don't know, you just seem stressed."

"Well, it's not your fault, so I don't want to hear anymore apologies, or we won't be making cookies on Sunday. Capiche?"

She smiled, "Capiche."

"Good. Now get some rest, Monkey. I love you, and goodnight."

"Goodnight."

He hung up.

_I love you. I love you. I love you. I love you._

Where did this confusion end? This never ending circle of rampant feelings and inner turmoil, at least for her. Tony knew how much he loved her... Did he know?

And there was the fear. Her body rushed cold with festered anxiety, running through her as naturally as her blood, and she had to close her eyes and count to ten. She was so tired of the fear, of the anxiety. But it still didn't stop. Because maybe Tony... _didn't_ love her. Maybe he thought he did, maybe he was so excited to have the little kid back that he'd lost so long ago that he couldn't see the new one. Maybe she wasn't good enough. She certainly hadn't been what he'd expected.

Penny blew out a breath of hot air, gripping her pillow tightly and burying her face into it. She'd slept last night, maybe she could get away with patrolling tonight. Tomorrow was Friday anyway, and she didn't have any tests...

Penny didn't know what was colder: the New York fall air, or her own doubts.

* * *

Tony kept his hands shoved deep in his pockets as his hair blew from the strong wind, staring up at the sky as he awaited the arrival of Thor and his merry band. Rhodey and Steve were next to him, standing vigilantly as they too awaited the oncoming spaceship. It would enter the atmosphere any minute now, and the man couldn't say he was excited.

Seeing Bruce again would be great, to know his friend was safe and back on Earth--there was a certain kind of relief that came along with seeing someone you never thought you would again--but the arrival of the Asgardians wasn't going to be an easy one. Immigration was hard enough to work out as it was, this was a whole new level of insanity.

Tony didn't know how he was going to be able to keep company with Penny. This week had really only been a taste of how crazy things were going to get, and he was almost proud of how much he'd managed to get worked out. It'd keep some work off of his plate for the next few days, and while ultimately most of the work would end up being up to Thor. It was selfish, but he was almost glad that it would be the Asgardian's problem. He was tired and he missed his kid.

He hoped she missed him too.

The video Rhodey had shown him was called to mind, racking his body with a lonely pang, her cries repeating through his mind hauntingly. He had to physically shake his head to clear them away. Rhodey fixed him with a concerned look, but otherwise didn't say anything as the rest of the team began to crowd around where the ship would be landing soon.

Barely ten minutes later the wind was mixed with that of a dark figure steadily approaching. It's rectangular shape wasn't exactly what he'd been expecting of a spaceship from a technologically advanced alien race, but that didn't lower the impressiveness of it as it landed barely a hundred feet from them.

A ramp lowered, and the door hissed open.

**Notes for the Chapter:**

> I literally couldn't give a crap who is shipped with who, and for plot purposes, uh, Liz is kinda more important for what I have planned soooooo
> 
> WOOOOO TRUMP LOST!! IM SO EXCITEDDDDDD!! THE STRESS!! IT HAS CALMED DOWN A LITTLE!! :-DDDD


	38. Welcome to Earth

**Notes for the Chapter:**

> i had so many tests DDDD: and presentatIONSSSSS!! AHHHHHHHHH!!! i finished this tho, i hope you guys like it :)))

A ramp lowered, and the door hissed open.

Five distinct figures stepped down onto the primly cut grass field. Three of the individuals were familiar to him, the other two were people he had never seen before, one being a woman with such an air of authority around her that it seemed as though  _ she  _ were the one to rule Asgard. The other was a dark skinned man, the most regal looking of the four, with striking gold eyes and a gold headpiece to match.

Slowly, a crowd began filtering out of the ship, and it was smaller than he'd imagined. Tony had thought Asgard to be filled with millions for being such an old civilization with citizens of such a long life span, and when Thor had spoken of a disaster and Asgard being destroyed, he was sure their numbers had dwindled...but these people made up barely a thousand. Their ranks were mostly made up of exhausted and worn-thin women and children, families that glanced around nervously and a recognizable look of defeat yet daring hope in their eyes. His breath caught at the sight, and he knew instinctively he couldn't abandon these people.

Thor smiled when he caught sight of the group awaiting him, strutting over with his small posse, all who held different degrees of discomfort in their frame. Bruce was definitely nervous, but he still smiled at them brightly, and the Avengers all couldn't help the grins that stuck to their faces, foreignly giddy.

"Bruce," Tony greeted softly, a little surprised when his friend took the opportunity to jump into his arms, gripping onto him hard. Tony gripped back just as hardly, patting Bruce on the back. Whatever space had been like, it obviously hadn't been easy.

Bruce broke apart from the hug, looking as though he wanted to wrap his arms around everybody on the team but very obviously restraining himself, "Hey, everyone. How--how've you been?"

"Could be better," Natasha responded, and Tony noted the tension in the air. Right, they'd had that... _ thing,  _ "But everything always can be. It's good to see you, Bruce."

"You too."

"And I am glad to see you as well," Thor stated, clasping his hands in front of him like an overly excited high school student. He'd seen Penny do it a number of times, and the thought only widened his smile.

"Yeah. Hey, big guy," Rhodey greeted, "Glad to see your ugly mug. Though less thrilled to see his."

Thor glanced over at the steely-eyed asshole that had so far not yet spoken a word, the weasel looking up sharply, his face so uncaring it sparked annoyance in Tony's own chest.

"Loki is reformed," Thor explained.

"Well I wouldn't exactly say that," snarked the woman that had come out with them, her voice was hearty and full, laced with as much unending skepticism as her eyes when she peered around the compound, "Earth certainly looks different than the last time I visited to slay the Frost Giants. The vile monsters."

"Watch your tongue. I am one of those vile monsters you speak of."

"You're only giving me another reason to kill you."

"Okay," Thor smiled, "Please stop talking."

"Yes, please do," agreed the man with gold eyes, his voice rich and deep, "I am Heimdall, and we are honored to be accepted here on Earth. You have my word that Asgard will give you no trouble."

"Glad to hear," Steve spoke up, holding out his hand, which Heimdall shook. Well, he supposed those two were getting along, he couldn't say the same for Loki and...anyone. The god was continuously met with distrustful glares, and Tony would place his entire fortune on some kind of fight breaking out soon. Thankfully, Pepper took over.

"The UN will be thrilled to hear that when you meet with them on Monday," his fiancee greeted, "For now, we'll be setting your citizens up in an enclosed hotel until a treaty is worked out for them. Loki will have to stay under lockdown at the tower--which is a lot better than it could've been, believe me--and I suggest you stay with him, Thor. It'd be easier to work with the UN if you stay with us, but if you'd prefer to not leave your people, something can be arranged."

God, she was amazing.

Thor nodded, "If it will hasten the process, then I will stay with you. Brunnhilde and Hemidall will look after my people, and I must say I am  _ anxious _ to bond with my brother." Thor's words were accompanied by a shit-eating smile and a half hug that jostled Loki. It was an action that actually reminded Tony of siblings, not quite like how the two had acted when they were trying to kill each other a few years back. Clearly, they had made up somehow.

"Glad to hear it, Point Break," Tony said, "We've got buses ready in the back. Tell your people to gather their things and we'll escort you to their five-star hotel temporary home."

"Will do, Stark."

"Just one last thing," Tony said, turning to Loki. Pepper shot him a quick glare that was both annoyed and supporting, "Staying in the tower is a gift _.  _ Step one  _ toe _ out of line, and you'll be in a supermax prison hundreds of feet underwater. And believe me, we'll keep up with you no problem. Bruce gave you a run for your money last time, and I can tell you it gets a lot worse."

Loki's lips twitched, "I'll keep that in mind,"

* * *

Dropping off the Asgardians to their new vacation hotel had been a rampage of an ordeal. Five jumbo buses filled to the brim, an FBI car in between each, Steve and Natasha on motorcycles leading the pack with Sam and Bucky trailing behind. Every Avenger that could fly, sans Thor, sailed beside the automobiles taking up the entire road.

The building he and Pepper had chosen was, while high tech and high maintenance, farther away from the city. It had been his main project this week, along with  _ everything else, _ to prepare a proper place for their new immigrants from out space, and he could say with great confidence that he was satisfied with his work. For only a week of work, it was pretty nice, and lived up to the code the UN had demanded of him.

Settling the lost people in had been a hands on hassle, but at least they didn't speak some foreign space language that they'd have to translate, which made settling in these people a hell of a lot easier. Tony tried his best to be a friendly face as he led the tour around the prodigious residence, escorting people to rooms and showing them how Friday worked. Despite the group's obvious longing to lay down and rest, it was still hours before anything came close to wrapping up.

Bruce alternated between sticking close to him and Thor the entire time, nervously shuffling his hands and either asking about anything scientific or major he'd missed or offering input on what had happened to Asgard. He failed to competently explain the existence of a rock being named Korg and some weird looking worm thing with knives for hands, but he definitely tried his best.

"So," Tony started as they led their third party of Asgardians down a hallway, "Where have you been partying the last year? Surely you haven't been in Asgard all this time. And what's with the clothes? Are those mine? They look pretty dapper on you, I must say."

Banner huffed a laugh, a small smile tugging at his lips forlornly, "They were the only thing in the Quinjet that was available after being Hulk for a year."

That made him pause, "A year? How did you manage that?"

"It's kind of a long story, but essentially Hulk held me-held me hostage while we fought as a gladiator for a year--which is some moral conundrum I'll work through later. I couldn't really break through for a while, until Thor came by that is, and then I had to turn back into him for that big wolf--Thor should explain that one, not me--so right now, uh, we're working through some stuff. I think I'll stay as just Bruce for a little while. Until I can get control of, ah, that."

"We'll work on it, buddy," Tony assured, "The lab's practically been waiting for you, and you'll love the new toys when you check it out tomorrow morning."

"Tomorrow morning? It must have been a tough week if even  _ you  _ don't want to be in the lab," Bruce joked.

"Actually, there's someone I want you to meet."

"Really, who?"

"That would ruin the surprise," Tony pointed, forcefully excusing himself from the conversation by clapping and turning to the Asgardians, much to Bruce's amusement, "So, up here will be the common area for your block, it's filled with games and..."

* * *

The humid night air blew through Tony's hair from the rolled down top of his car as he sped down the winding road. Pepper was in the shotgun next to him, while Bruce and Rhodey sat in the back. The sky was dark, a slight chill winding through the air and blowing over his face as stars twinkled in the background, not clouded out by the lights of the city. They began inking out as he grew closer to the city. To his tower. To his daughter.

By the time the city came into the view and he was crossing the bridge to Manhattan, he had lost sight of the other Avengers. They had taken a separate car with Loki, which had been tailed by an FBI car to help keep things in line, as well as be on the lookout for angry citizens. After the news of Thor returning to Earth, with a little more luggage than usual, there had been an outcry about specifically Loki's return. There had also been plenty of confusion about the Asgardians themselves, such as people not wanting to give up land to make room for them or let them integrate into society. That was a whole other problem in and of itself, but Loki was the main focus, which he guessed would at least make it easier for the Asgardians since the spotlight was off of them.

Tony forced back a sigh, putting his attention back into driving and trying to push the planning and the worry to the back of his head. He needed to be done for the night. He needed to be fully involved with Penny. After being gone for so long, he refused to not be attentive to her every need for tonight. Though the truth was it was getting late and she'd probably end up going to bed soon, unless she wanted to adhere to the stereotypical teenager sleep schedule. He certainly had when he was her age.

The car rolled into the tower garage, and he caught sight of the rest of his team, most with sour looks on their faces as they escorted Loki to the elevator. Yeah, Tony couldn't say he was thrilled either, especially with Penny in the tower, but they'd stay on separate floors and the Iron Man suits would protect her. He would keep her safe, and if Loki so much as looked at her wrong, well, he wouldn't be in the tower much longer.

The much-too-large-for-the-elevator group stepped on the elevator, everyone being squished together uncomfortably, and Tony had never been more thankful for the elevator's speed. The elevator stopped from floor to floor to allow people to get off, but it was still crowded when he stepped out with an exaggerated sigh of relief.

"Well, home sweet home," Tony said, searching around the living room for Penny, sorry to not see her anywhere, "Make yourself comfortable, Bruce, I'll be right back."

Tony left the main room and headed towards Penny's, hesitating outside her door. It was pretty late, but as he raised his fist to knock, the door was flung open. Penny's wide eyes met his own, and he smiled.

"Hey, kid. How've you--" Tony unwillingly let out an  _ mmph!  _ as Penny barreled into his chest, wrapping her arms around him as though she would never let go. Righting himself was a struggle, and the man considered himself lucky that he didn't collapse into the other wall. Penny was stronger than he'd given her credit for, "Whoa! Hey, hey--are you okay?"

"M'fine," Penny mumbled, suddenly going ramrod straight and letting go of him, "Sorry. I probably shouldn't've--"

"Nope. I love the hug. Your hugs are the best, but don't tell Rhodey," he assured, wrapping her back up in the hug. It took her a moment to relax into it, but within seconds the teenager had melted in his arms, burying her face into the crook of his elbow. Warmth and sorrow waged war in his chest, sending jitters of distress from his fingers to his toes as he fought back a frown. He knew him being away wasn't  _ great,  _ but he hadn't expected shy Penny to practically leap into his arms the moment he got back. But from that panic attack, maybe he should've expected it.

Tony hesitated, rethinking introducing her to Bruce and instead just spending time with her one on one, when Penny unraveled herself and asked, "Are Dr. Banner and Thor here?"

"Yeah. Bruce's in the living room right now, but you don't have--"

"Can I meet him? I mean--if it's okay with him, it  _ is _ pretty late. Never mind, I should probably just let him sleep, I'm sure he's had a long day, I mean--"

"He'd love to meet you," he said, gesturing for her to follow him. She kept step with him, fidgeting endlessly, as they exited the hallway and reentered the living room.

Bruce had settled himself at the kitchen counter, making conversation with Rhodey and Pepper, but they all looked up as he entered the room. His friend and his fiancee smiled warmly at Penny, while Bruce had a look of polite confusion on his face.

"Brucie Bear, this is Penny," Tony introduced. Bruce's eyes grew wide with realization, glancing between him and his daughter as though it were some kind of cruel joke that Tony would play on him. Of course, Bruce had never met Penny, but he'd heard plenty about the girl whenever he'd managed to bring himself to talk about her. And now here she was, standing right in front of him, twiddling her fingers nervously.

After a bewildered moment, Bruce finally said, "Hi, Penny. It's great to finally meet you."

"You too, Dr. Banner!" the girl greeted excitedly, shaking his hand just a tad too enthusiastically, "I've read so much about your work in gamma radiation and thermonuclear research!! I based my project off you at my school's science project last year and--"

"I thought I was your favorite!" Tony protested, and Penny grimaced playfully.

"Sure."

"That hurts, kiddo. Right here."

Penny giggled. He smiled.

* * *

The dim light of the gray morning sun didn't wake Penny, but it did make her blink into awareness.

The teenager hadn't managed to fall asleep last night, which had become a trend. The entire time Tony had been gone, she'd only slept three times, one of which had been the night before. And since Tony and Pepper were finally back, she didn't want to accidentally wake them up on their first night back in the tower for almost a full week. Besides, listening to their heartbeats was calming in a way you couldn't imagine. Tony's uneven beat was familiar, while Pepper's strong and steady...she felt at peace.

So she'd spent the whole night listening to them, occasionally pinching herself awake if she ever felt herself drifting, distracting herself by thinking about how cool Dr. Banner had been or that she'd get to meet Thor soon. Ned had been jealous all week that she was meeting the two, even though he'd see them next week when her friends came over to put on their costumes for Halloween. She still needed to ask Tony about his limits for that, but dressing up would be fun regardless.

Blinking blurry spots out of her eyes, Penny tiptoed out of bed, gently remaking it, and left her room. She made sure to stay quiet, knowing that Tony and Pepper were still in their room, though she thought Pepper might be awake, or at least waking up, if her slowly rising heartbeat was anything to go by. Friday was always awake though, and when Penny opened the pantry to grab a box of pop-tarts, the AI spoke up, making her jump in surprise.

"Mr. Wilson has already made eggs and sausages, if you would prefer that to your usual pop-tart breakfast, he said he was willing to share."

Penny paused, barely absorbing the AI's sass at her unhealthy breakfast of choice as she responded, "I thought they'd still be busy, or something. With like, the government or...? Yeah."

"Mr. Wilson and Mr. Rogers are early risers, and often eat breakfast together after going on a run. Mr. Wilson made breakfast for the two of them, and has offered some for you."

"Oh. You already asked him?"

"Yes."

Well, that was embarrassing, "Sure, um, I'd like some eggs."

Friday took her down to the common area that the aforementioned early risers were residing in, and they offered her tired smiles when the elevator doors opened. They, and the rest of the Avengers, were definitely developing dark spots under their eyes, which only really accentuated her understanding of how stressed and overworked they'd been preparing for the Asgardians. It was a wonder to her that they'd chosen to wake up at all, then again, she couldn't say much since she'd slept exactly zero hours last night, so.

"Good morning, kid," Sam greeted, taking a sip from his cup of coffee. Steve waved her over.

"Good morning!" she responded to them as cheerily as she could, hesitantly serving herself a plate of the eggs Sam offered, "Thank you so much for breakfast, I think Friday was getting sick of me eating pop-tarts."

"Those sound disgusting," entered a new voice. Penny swiveled from where she'd been to stare at the god who now sat in the kitchen as though it were the most natural thing in the world. He was wearing a black turtleneck and black pants, and honestly it was disconcerting to see him wearing something so...casual. There weren't a lot of pictures of Loki, but she'd seen the helmet, and had never even taken a moment to imagine him in anything but gold and overly eccentric royalty-ish clothes.

"No one asked you," Sam responded defensively, glaring at Loki and gesturing for Penny to sit down, but she couldn't stop staring at the god. She was sucked into her own head, trying the read the man who was now staring back. Was he dangerous? Her senses weren't really going off like she thought they would have, but he was a trickster, so...?

Finally, Penny sat down, though she wasn't satisfied with her reading on the man who had attacked New York, who had attacked her father. She was disappointed with her powers. Her senses were always freaking her out, couldn't they just help her look out for her family just this once?

Embarrassed by her somehow silent outburst, she remained extra polite through the rest of breakfast, clearing the table for the Avengers, though they tried to wave her away, before returning to her floor, pointedly ignoring Loki. She didn't want to start anything. The Avengers had some kind of weird truce with him, her senses weren't going off, and people could change. She didn't have to be weird about it.

There were other things to be concerned about. Like how she accidentally smacked right into the God of Thunder. What an amazing way to start her morning.

She didn't quite know how it had happened, just that she was tired and on edge and already dreaming about being in the safe seclusion of her room, so maybe it shouldn't have been that much of a surprise that she was distracted enough to make a fool of herself before 8 AM. In all honesty, when she looked back on it, it wasn't that big of a deal, her stupid sleepy teenage brain was just intent on giving her a hard time.

She'd placed the last dish in the dishwasher, turned to leave, and smacked right into Thor. Like Loki, he too wore normal clothes, and it threw her for a loop to see the God of Thunder wearing a flannel as if he were some random guy on the street. Some random super buff and hot guy, with an eyepatch, but she still rested her case.

Penny turned bright red as the man apologized, "Oh! Pardon me, I didn't see you there, I was just looking for my brother."

"It's fine! It's all good," she squeaked, her eyes huge with adoration as she tried to suppress the urge to let out a super nerdy and annoying squeal. The teenager only just managed to keep it down. And, because she could only get more awkward, she snapped out her hand for him to shake, "Um, hi--uh, nice to meet you. I'm Th--I mean Penny!"

He smiled, "Ah, the young Stark, yes? Banner was telling me about you, my how good it shall be to have another friend in battle!"

"Battle?" she repeated.

"Yeah, what battle?" entered a defensive voice. Penny had to peer her head around Thor's broad chest to spot her father, who, despite being dressed in old pajamas, still very much exuded his air of Tony Stark Power and Confidence.

"You are the Man of Iron, your daughter is your heir to battle. My father had taught me how to corkscrew a head off by the time I was nine!"

Penny winced, but weirdly found herself holding back a smile at the god's expressive gestures and Tony's exaggerated grimace.

"Yeah, we don't do that here."

"We should," she chirped. Tony glared.

"Nope. No battle for you. You'd give me a heart attack."

"I don't even have to be in battle for that."

Tony rolled his eyes, "Don't I know it."

Penny smiled, but another stone of worry dropped in her stomach. He wasn't going to take her being Spider-Woman well. He wasn't going to take her powers well. She had to take a deep breath and push it to the back of her mind to keep people from asking if she didn't want anyone to ask her if she was okay. She still caught the concerned glance Tony sent her way, though.

"It was nice to meet you, young Stark, and good to see you, old Stark," Thor smiled, patting Tony on the shoulder. Tony's face turned sour with annoyance, but it was all Penny could do to bite her lip so as to not burst out laughing. The god left, and then it was just her and her father.

"So, I'm guessing you ate already?" Tony asked, and she nodded, still stuck in the stupor of just meeting her favorite Avenger.

"Yeah, Sam and Steve made breakfast."

"Good. And I don't know about you, but I'm ready to finally hang out with my favorite daughter."

Something loosened in her chest. She didn't know what, but all of the sudden, she felt the slightest bit better.

“Yeah."

* * *

Tony didn't know how long it'd been since he'd saw Penny smile this wide, but it'd been too long.

They'd set up on the couch and had been doing nothing but playing games with a show playing in the background, the cats purring loudly in their laps, for hours on end. Eventually, Pepper and Rhodey had joined them too, and something about his daughter had started to relax. But something began to tighten as well. Her smile was wider, her eyes brighter, but her eyes never strayed from him, intent and focused.

Whenever he looked up, she'd glance away and pretend to be looking at her cards or the show, but he still felt her eyes on him. He got the feeling she was upset, and chances were it had something to do with his lengthy absence. He'd talk to Dr. Patel, and see what she had to say, but he knew that he was letting his kid down.

Tony wanted to say, "It's just a little while longer. Another week or two and I'll be around so much you'll be sick of me," but he didn't. He couldn't make that promise, because he didn't know if he could keep it. He wanted to be done, to sit down with his daughter and rest, but anyone who knew him could easily tell you that that just wasn't him. Resting...it wasn't something he could do. A new threat was always on the horizon, bigger than the last, and he was going to be ready to protect his family when it came.

"So, how's Halloween working this year?" Rhodey asked, snapping Tony from his thoughts. The billionaire glanced at his kid.

"Well, she's got a costume. I believe Friday ordered it, right?" Tony confirmed, but Penny shook her head.

"Nope. MJ and Ned have been thrifting. They've been bringing me stuff too, and MJ's dad knows how to sew, so he's been helping us a lot. He said everything should be done with them like, the day before Halloween," Penny explained, placing another card down on the stack.

Pepper hummed, "Are you still in need of a couple of brooms?"

"Uh, um, yeah."

"Well, we've got plenty of those," Tony joked, "We'll find the coolest ones so you can get some candy."

"So I can go trick-or-treating?"

Everyone paused, considering glances thrown around the room, and Tony hesitated. She already went to school by herself, and she'd have to start living her life eventually, but it still felt too soon. Then again, every day would feel too soon. She'd be off to college in a few years and it would be too soon. Because it would be.

"Do you think you're ready to go out?" Tony asked, and Penny nodded exuberantly.

"Absolutely! Besides, there'll be so many kids out nobody will even notice me!"

Tony glanced at Pepper, and though she looked doubtful, his fiancee nodded. So, with a knot growing in his stomach, he said, "Fine. But Happy's going with you."

Penny shrugged, "Fine. I'm just glad you're not following me in the suit."

"Oh, believe me, I would if I could, but the UN is being very insistent on a non-negotiable, formal welcome for the Asgardians, to meet with diplomats and world leaders and all that. Believe me, I tried to get out of it, but..." he shrugged.

"Sounds boring," Penny deflected, and everyone snorted out laughter, but it didn't feel right to Tony. He just wanted to rest with his kid, to take care of her and not only tell but show her how much he loved her. He didn't want to be his dad, somehow only emotionally available after he'd died. He didn't want to be Tony Stark, intimidating and busy and uncaring. He wanted to be Dad.

And maybe soon he would be.

He looped an arm over his kid, and she immediately began wriggling away playfully, "Don't look at my cards, cheater!"

"Ah, no--was that a red? And that's definitely a 4+!"

She glared, but her eyes were brighter than before, "Does anyone have reverse?"

Maybe he was getting there.

**Notes for the Chapter:**

> yoooo thanksgiving break is upon ussssss. it's only three days but stilllll <3<3<3


	39. The Thunder

**Notes for the Chapter:**

> yo!!! forgot to mention this last time, but we're around the time last year I began planning for this fic, with sketching and brainstorming. Yes, I am a perfectionist, why do you ask? :')  
> also, tell me if you can tell i've been reading again. ahh actual literary devices and figurative language 😌😌

"So you can really go trick-or-treating?"

"Yep!" Penny confirmed, munching on her carrot as Ned practically vibrated with excitement, "Tony said Happy would have to follow us around though."

"So we have a babysitter?" MJ asked, sketching nonchalantly, her lunch tray untouched in front of her.

"Unfortunately," Penny grumbled. She got that Tony was just trying to keep her safe, but she didn't want to be followed around forever, constantly herded between school and the tower, "But I mean--"

"You have a babysitter?"

Penny looked up at the new voice, turning to look at Jaxon and his slightly less popular friend that she couldn't remember the name of. It was probably like...Max or something. They looked haughtily amused, leaning back in what they clearly assumed was a cool pose, hands placed in their pockets.

She crossed her hands defensively, "No. Technically he's a bodyguard."

"Sounds like he'd be hard to ditch, y'know, in case you wanted to go to our party." She heard Ned take in an excited breath beside her, and she glanced at him sharply. Jaxon carried on, "It's on Halloween, I'll Snap you the address, y'know, if you can get away from your babysitter. I mean, it'll be loads better than trick-or-treating."

"I, um--"

"You don't have to decide now, just think about it," said the kid she didn't remember the name of.

"Uh...sure. I'll think about it."

"Cool. Bye, Pen!" Jaxon called, and then they were strutting away from her table, and she turned back in her seat to face her friends. MJ stared past her shoulder at the retreating boys that she could hear already laughing across the cafeteria.

"We _have_ to go to this one, Penny!" Ned begged, "We haven't gone to any of the other parties we've been invited to. And this is _Jaxon Finch's_ party. They're supposed to be the most insane ones ever!! And I mean, Mr. Stark's finally letting you out. Sooo...??"

"I don't know, Ned. I think the whole point of being let out on _Halloween_ was that I'd be harder to recognize."

"And I didn't even know you two liked parties," MJ said.

"We've never been to one," Ned muttered, "Which is why we _have_ to go to this one. _Please!"_

Penny sighed, about to respond when her phone buzzed twice. The first notification was from Jaxon, providing his address and the time. The second was a text from Liz.

**Liz <3**

_**Liz <3: **Hey! I heard you were going to Jaxon's party._

Damn news got around _fast._

**Liz <3**

Uh, maybe. We just got invited so

**Liz <3: **cool! me and a few of my friends are going too, so i hope i'll see you there! :)

Penny sent her own smiley face in response before putting her phone down, "Yeah, let's go to the party."

* * *

The next day was a bad day. One where she couldn't even get herself to get out of bed to brush her teeth or take a shower or even eat something. It was still early in the morning, so Tony or Pepper hadn't come to retrieve for breakfast--she knew they wouldn't let her skip a meal, not after what had happened a few weeks ago--so she savored her time curled up in her bed, staring blankly at the TV as an episode of _Say Yes to the Dress_ played. She wasn't really paying attention though as a woman as for a somehow both traditional and uniquely new dress.

Her eyes felt crusted over, and every blink felt like moving a mountain. Every breath like surviving a raging river. Her head spun with grief, and in a desperate, ugly wave of grief for her deceased aunt, she felt tears begin to slip from her eyes. She didn't even try to wipe them away. What was the point? They streamed rapidly down her cheeks, an unending waterfall of loneliness and longing. The tears would continue coming, no matter what she did.

So she lay there, tired and aching and staring ahead of her, wishing she could focus on the bride and her rude mom instead of the woman who had been like _her_ mom. Who had raised her and cared for her and comforted her and _lied_ to her. She was gone. Penny would never see her again, and some days she was thankful for not having to go to trial against her, for not having to talk to her or even see her, but those days weren't consistent, and they often came back to bite her.

Penny's bed felt heavy with hatred, as though she were the one to kill her aunt. Her uncle. The sheets were wrung with regret, at her passiveness and retirement of grief. Why couldn't everything just be okay? Why couldn't she be okay? Why couldn't she be _good?_

She was snapped from her thoughts when the channel abruptly changed. She blinked the tears out of her eyes, sitting up as she squinted at the screen, no longer about a crying bride but now replaced with a low, static humming, blocks of vivid colors glitching before blacking out.

With bated breath, she hopped out of her bed and over to her now completely black TV, unsure what was wrong with it or why her senses were ringing at the back of her skull, when color flooded the screen once more. But this wasn't artificial color, this was the gray of a city and autumnal trees. This was people, with glowing weapons bolting across the camera. This was the sound of explosions and screams.

She watched in horror, frozen at the sight of the attackers and the victims suspended in helpless horror. It took her an embarrassingly long moment to realize a voice had started talking.

"We interrupt this broadcast to bring you the truth," the deep voice began, very obviously mechanically deepened to hide the talker, "Order...comes at a price. It comes with sacrifice, and I know it will not come without opposition, as such is the nature with all change. But change is necessary. It came with the forging of steel, the invention of gunpowder, and it will come with the same sparks as Phoenix. We are not the enemy, as you will soon realize. This is not an attack, but rather an invitation. New York. Ultron. D.C. All the Avengers, who have hurt without repercussion. Without consequence. They are mutants, allowing for other mutants to continue to lay claim to our world. They fight the Accords, they fight consequence, and they fight control."

The camera shifted to gaze upon the members of Phoenix. Penny locked onto a short figure, different from the rest. The woman wore a suit, silver, gray, and gold. Her mask was placed into a permanently stern expression, like Tony's, but it had a more human-like air to it, as if molded specifically to her face.

Penny's breath caught as the woman made eye-contact with the camera, and a shiver ran up her spine, pounding at her skull as though trying to escape something unknown.

"The Phoenix rebirths...the Avengers do not."

The screen blinked back, and Penny stumbled away, her breaths shaky as she gripped onto her bed stand. A floor up, calloused white knuckles gripped the back of a chair as Tony Stark stared at the screen, his jaw clenched and his teeth grinding.

* * *

The suit clanked onto the road as Tony landed in his signature pose, though he didn't stay in it long, straightening back up to let Friday highlight what had happened in the surrounding area. The AI lit up destroyed property, melted and burned, streetlamps practically cut in half and strewn on the road. There were still people, injured and clearly still calming down in the back of ambulances, their frightened faces lit up by the flashing red and blue sirens of the police cars. Soot flew in the air, dark and forbidding, the coppery tang of blood hitting him before he'd even fully stood up.

Rhodey was a few feet ahead of him, already stepping out of the suit to meet the person who had taken charge of the situation. He looked as though he were the police chief, his crisp blue uniform and white hair and beard contrasting neatly with his wrinkled dark skin. Before Tony could even fully make his way over to his friend and the officer, the man had already launched into a concise explanation of what had happened.

"--out of nowhere. No witness can say where they came from, which makes me believe they were hiding in the crowd. We're getting hold of security tapes right now, but so far we don't have anything other than all of this--" he gestured at the scene around him, "--and eyewitnesses."

Tony stared around, now out of the suit, but Friday still assisting him through the glasses, "Any casualties?"

"Three critically injured, they're on their way to the hospital right now, but nothing's been called."

Tony took in a deep breath, and he knew that Friday had already begun to pay for their hospital bills, and hopefully nothing would have to be spent on funerals. Rhodey gave him a look, and he left his friend to handle the public relations. He was better at that anyway. Tony's specialty was more the investigation, so he left to begin his search. The street lamps felt like an obvious place to start, and he knelt beside the closest one, examining the melted metal and shattered light.

"Be careful, Boss. There are trace amounts of radiation, large enough to be harmful," Friday warned, and he hummed disdainfully.

"Yep, sounds like Phoenix," he muttered, "Run a full diagnosis on this. Reverse engineer it and link it back to its power source. Go ahead and get any footage of what happened here and place it on my personal file."

Once Friday had confirmed that she'd started unraveling the destruction in front of him, he stood up and surveyed the surrounding area with a critical eye. He didn't know exactly what he was looking for, but he needed to know about that woman with the mask. A shiver had run down his spine when he'd seen her earlier, blasting through metal and people as though they were all the same. And something...something was off about that woman, and it wasn't just the fact that she was part of a terrorist organization.

The golden mask, it felt intentional, and somewhere deep in his gut, he knew that that woman was going to be his biggest problem. Other than Ross if he didn't find out enough about this of course.

Tony and Rhodey stayed on scene for hours, Steve and Natasha eventually arriving in Detroit with them, and they had little to go off of other than the footage that had been on TV and the eyewitnesses that had been hurt during the attack. All footage trying to track where these people had come from was wiped, and no faces or names were found.

Tony sighed at the thought of being away from Penny longer. Rhodey eyed him as they examined a blast in a wall, the suit shining a light thanks to nightfall and the recent loss of street lamps.

"Go home, Tony. We'll take care of this here."

And Tony did want to. He wanted to wrap his arms around his kid and his fiancee, to block the world out as if only they three existed, at least for one night. But he couldn't. He couldn't leave these people, he couldn't abandon them and his responsibilities. He was Iron Man, and he had to stay, no matter how much Penny missed him, and no matter how much he missed Penny. She'd gotten on before she'd known him, she could get on now.

The force of her hug after he'd been gone for practically a week was called to mind, but he shoved it away. She had Pepper, who was amazing and brilliant and kind and always going to be more prepared--more ready and able--to handle Penny than he was. But wistful ness still tugged at his stone heart, and it took all his effort to not follow it home.

Phoenix really had come at the worst time

* * *

"Oh, wow..."

Penny couldn't stop staring at MJ's hair. When the three of them had decided on their costumes as the Sanderson Sisters, Penny had imagined her blunt friend getting a cheap costume wig to style in the goofy manner like in the movie. Instead, her hair was now a deep rusty brass color, and it was...super fucking cool. The teenager didn't have words to describe it.

"Thanks, loser," MJ snarked, stepping off the elevator and passing over her large bundle of clothes, "Here. This one's yours."

"Oh! Tha--um thanks!" she stammered, her face hot, and Ned gave her a weird look next to her as he accepted the dress MJ gave him, "Your hair looks great!"

"Thanks," MJ said, "Let's go get changed. Your dad's still chill with us going out, right?"

"Yep. It took a _lot_ of convincing though. It's a miracle that there won't be a whole fleet of Iron Mans just following us around."

"That would be _so cool_ though," Ned interjected.

"I wish Penny thought the same," said a new voice, and all the teens turned to see Tony Stark. He looked more disheveled than usual--she'd heard distantly from her room the sound of arguing and yells both within the Avengers and with some high-up government officials--but he still had his typical genius billionaire genius air about him despite the chaos that this week had surely been, "Hello, kiddos. How's everyone."

"Better once we get some candy," Ned smiled, and she nodded in agreement. Tony rolled his eyes playfully.

"Yeah, sure. Just make sure not to give Happy any, his doctor said he needs to keep his blood pressure down. And try not to worry him too much, he's got a heart problem. And also--"

"You don't have to tell them _everything_ about me, Tony," Happy griped as he walked over to them, clearly annoyed with Tony's obvious oversharing, but her father just grinned.

"Just trying to lighten the mood before you inevitably become the scariest thing they see tonight." Happy rolled his eyes, "Okay, you kiddies go get dressed. Penny stay here just an extra moment please."

Ned and Michelle both shot her a confused and suspicious look respectively as they headed to her room, leaving her with Tony and Happy.

"Yeah?" she asked, itching to go get dressed with her friends too. And hopefully begin their plan of ditching Happy and going to that party.

"You're going to remember to be careful tonight, right?" Tony started. Penny nodded fervently, "What are the rules?"

"Stay by Happy. Call you every hour, and if someone recognizes me we have to hide out and move neighborhoods," she answered dutifully.

"And don't leave Happy's sight. Not even for a second."

"You're overdramatic." He raised an eyebrow, making her suppress a sigh as she did her best to not squirm. Her tells were pretty obvious, but MJ had been coaching her all week, "Yes, Tony. I won't, I promise."

Her heart stuttered as he squinted at her, fearful of him seeing through her lie, but then he just sighed and forced a tight smile onto his face, "Stay safe tonight, okay?"

"Okay."

"Great, I'll see you later, alright?"

"Mmhmm, have fun at your government...party...thing."

He snorted.

* * *

Penny's breath frosted in front of her, and she huddled the cloak of her costume just a little tighter around her shoulders. Her body just wasn't made for the cold anymore, and despite it still being early, she felt herself tiring already. They hadn't even made it to the party yet! She had to get to that party--she hadn't been able to go to Homecoming (to take Liz to Homecoming) and she just wanted to be a normal highschooler for one night. She wanted to awkwardly stand at her party, to try and flirt with her crush, to be Penny Parker again.

Just for one night.

"That house sucked," Ned complained, breaking through her thoughts. She glanced over at her friend, smiling at the sight of a cucumber with hummus on it, and stared down at the one in her own hand that she hadn't even realized she'd grabbed, "I mean, of everything that isn't candy they chose _cucumbers."_

"They're nutritious for a growing body," Penny joked haltingly, considering just throwing hers on the ground when Happy popped up.

"What's that?" he demanded.

"A...cucumber?" she responded hesitantly.

"With humus," MJ added, taking a bite of her own and immediately scrunching up her face in annoyance, "How is it _soggy?"_

"They are like, 80% water. Or is that celery? Maybe--"

Happy took the cucumbers from all of them, "Don't eat anything that isn't sealed. It could be poisoned."

"It tasted like poison."

"Just don't eat it. Now go to the next house so we can hurry back to the tower."

"I thought curfew was 10?" Penny asked. They needed all the time they could get if they wanted to get to the party. It was a few neighborhoods over--Penny had planned their route _very_ strategically--and she guessed they would have maybe half an hour of being at the awkward Halloween party. That is, _if_ Happy didn't freak out about _everything._ Penny hadn't hung out with Happy much, but she had always thought he was strict and on top of things, but this was ridiculous. They'd been out for half an hour and had been to _seven_ houses. Their pillow cases were pretty barren by this point.

"Curfew's whenever I feel like we're in danger. Open food is strike one."

Penny rolled her eyes, "It was literally just some asshole trying to ruin Halloween, not a big conspiracy to poison me through vegetables."

"You don't know that," Happy rebuked, and Penny had never wished _more_ badly that they knew she was Spider-Woman, because then she could say her senses weren't telling her anything bad about the cucumbers. There was nothing more than a few kids laughing in excitement at their costumes and a small thrum at the back of her head that she didn't really care too much about.

"Okay, fine. Can we just move on please? We have like, no candy," she said instead.

"Just don't eat anything until we get home and Friday's been able to check it all out."

_"Oh my God."_

Penny glanced over at her friends, who threw her sympathetic looks as they followed Happy to the next house. She barely kept herself from sighing, honestly just drained from having to deal with an overprotective adult tonight. Halloween was for kids to have _fun,_ and all she wanted to do was to have a good night on the city with her friends.

It was crazy how much she'd taken her life as Penny Parker for granted. Her ability to move unhindered, to go to a movie or an arcade or just play games with the kids on her street. Being Penelope Stark was so exhausting, so complicated and _too much._ But if all went well, she'd be Penny Parker for just one more night, and then she'd go back to the tower and be okay, as long as she got to hang out with her friends for one night. To try and flirty with Liz for one night. To be a teenager for _one night._

By the time they got over to the right neighborhood, her bag was about halfway full. She heard the party before she saw it. They were in the suburbs, one of the nicer ones where the houses screamed "I'm rich!" though she guessed she couldn't say much, since she lived in a huge tower in the middle of Manhattan that her father owned. When she'd suggested trick-or-treating here instead of the city, Tony and Happy had jumped at the opportunity, deeming it safer thanks to the lack of places for people to hide or set attacks up like in the city. So as the group of four began down the street, Happy was none the wiser as the teens all glanced at each other in anticipation.

"So," Penny started, "Why do they call you 'Happy?'"

He grunted. She glanced at Ned.

"There _has_ to be a reason," Ned carried on nervously, "I mean, your Stark Industries Badge doesn't say 'Happy,' so it has to be a nickname, right? But like, why Happy?"

"Don't you go to a genius school?"

"Yeah. What about it?" MJ asked, and Penny could practically feel her smirk and Happy's annoyance. It didn't take much to set him off.

He swung around with a gruff huff, "What do you _think?"_

"I don't know, we asked you."

"Are you seriously not getting this?"

"You still haven't answered the question," Ned pointed out. Happy's face was boiling red with frustration at their antics.

"I haven't answered it because it's obvious."

"Obviously not."

"Do you want candy or not?"

"I want to know why they call you Happy," Penny piped up. And the third time seemed to do it.

"Why? _Why?_ Why do you need to know? Why do you _not_ know? Your dad gave me the nickname and you can't even figure it out? And you--" He rounded on MJ, "--Aren't you the leader of your little logic or knowledge team or whatever? You can't deduce this one!? At all!!? That's _insane._ Are you _insane?_ How have you not--"

Penny stepped away, beyond grateful for MJ's success at keeping attention off of her, allowing her to slip into the busy New York crowd with Happy's watch and phone. If she had been a normal person, she was sure that their voices would've faded away long before they actually did (and that she would've been caught). As it was, she had made her way to the party by the time Happy's yells of irritation had drifted into the background.

She considered stepping inside, but something in her resisted at the thought. She couldn't distinguish the roiling in her stomach from the thrum in her skull, but it was enough to make her wait outside, at least until Ned and MJ appeared a few minutes later. She smiled at the sight of them.

"He bought it?" she asked.

"Hook, line, and sinker," MJ responded, "We told him we'd look for you, so we have I'd say, twenty minutes before he catches on and gets desperate enough to try and call Stark."

"Which means we're going in right now," Ned said, taking their arms and leading them inside, "No wasting party time, because we're finally at one and we may never get this chance again."

"Do you think we should've chosen cooler costumes?"

"There's no time now."

Penny shrugged as they stopped in front of the door. Shaky and giddy, she rang the doorbell of the dancing house. After a few tense moments, the door swung open to reveal Jaxon, wearing simple baggy clothes with cheap looking chains on top, and she assumed his costume was some kind of rapper or something. He smiled.

"Hey! Glad you could show, come on in," he stepped aside to allow them entry to the house. When Ned had said Jaxon was supposed to have the most insane parties ever, she guessed she should've believed him.

Before she even fully stepped inside, her ears were aching from the blasting music that a group of boys were all shouting every word to enthusiastically. Lights raved from ahead, glaring from overly placed Halloween decorations so that everywhere she stepped was some horribly bright mixture of red, green, and blue. She had a headache already, and could barely hear MJ say something right next to her.

"This is a lot different than Liz's party!" the girl shouted over the music, and Penny shrugged. She hadn't gone to Liz's party.

"Go ahead and make yourself at home," Jaxon said, his voice strained from what had surely already been an eventful night of partying, "There's beer in the fridge, and the punch is spiked, so if you're not into that kind've thing I would avoid those." Huh, she'd expected a more cliche peer pressuring into drinking, but she guessed he was chiller than she'd given him credit for. They left the foyer and entered the main room, where Jackson cupped his hand to his lips and announced, _very loudly,_ "YO!! Stark's here!"

Immediately heads turned, chatter dying for a brief moment before springing back to life at the sight of her and her friends in their witches costumes. They definitely should've chosen something less dorky. At least MJ's hair was really cool. Really the only positive of the evening so far. Feeling awkward, Penny waved at everyone, glad that at least the loud music filled the space of sound. How her dad could deal with crowds of thousands and she was already panicking in a house filled with less than a hundred teenagers was beyond her. 

Surprisingly, everyone just waved or shouted enthusiastic greetings before turning back to their conversations. Unsurprisingly, as she moved through the room with her friends, she caught eyes following her, and snatched snippets of conversations in the air, her skin hot with the secret attention.

Now that they were at the party...she had no clue what she was going to do. What did you even do at parties? She wasn't going to drink, that would be a sure fire way to get caught (not that she thought it'd actually do anything to her), and she didn't even know most of the people here. And where was Liz? Maybe they should've just stayed with trick-or-treating. It would've been the sensible thing to do, and there was no guarantee that they weren't going to get caught after this, or not be in trouble, and what if Happy found a way to call Tony soon, or what if--

"Hey guys!" greeted a cheery voice that made Penny's face flush. She turned to see Liz with one of her friends, Alexa maybe? They were wearing Pokemon trainer costumes that actually looked pretty cool, Alexa being Ash and Liz Misty.

"Hi, ah--hey, Liz!" Penny stuttered, "This is a--this party's really cool. I'm glad we could--I'm glad we could make it. And that you could make it too! It's great to see you."

Her crush huffed out a small laugh, "Yeah, it's good to see you too! And Jaxon always throws the craziest parties. Chances are someone's going to belly flop into the pool later."

"Does that happen every time?"

"Depends on how drunk people get, and it's Halloween... Oh yeah, it's definitely happening tonight."

"Awesome," Ned said, whispering to her, "Now we won't just have to watch it off of Snap!"

She would've preferred to use the app. Despite the chill flowing through the open doors, her face was flustered, sweat dripping down her back. She was sinking, but her head was still above the water. She wasn't sure how long it would be.

The sound of someone calling Liz's name caught her attention, and the girl in question looked at them apologetically, "Sorry, I gotta... I'm sure I'll see you in a bit, though!"

Her crush and her friend left, lost in the throng of people before she could even blink. Penny sighed. Now she just had to get through another twenty minutes of this party. Easy.

"How long have we been here?" she asked.

"Like, three minutes."

Well. This was going to be _great._

Unsure of what to do, she and her friends stayed in the corner of the room until Jaxon walked over after a few minutes of them being unsure of what to do before breaking up individually. MJ was definitely more confident, and had already taken off on her own within the first minute, while Ned required a little more coaxing by his bladder and was now on a quest to find the bathroom. Then, unfortunately, the popular boy walked up to her, all alone.

"How are you liking the party?" he asked, and Penny plastered on a smile.

"Ah, it's great. Lots of fun."

"This corner can't be _that_ much fun."

"I like to people watch," she excused, gesturing at the crowd of interesting people that were all dancing and screaming to boisterous music, their voices a chanting clap.

"Fair. People are pretty weird."

She huffed, "Yeah."

He took a swig of his cup, and the strong smell of alcohol filled her nose. It took a significant amount of effort to not scrunch her nose. He must've taken her forced disinterest as a _hidden_ interest.

"You want some?" he offered. She waved him off.

"No thanks. I'm not a drinker."

"Come on, your dad's not here. Or your babysitter or whatever he is."

"Yeah, but I still don't really want any. I'm gonna have to leave soon anyway."

"All the more reason to have fun while you can!" he pushed, "Besides, your dad can't say much. There are _way_ too many stories about him getting drunk at parties for him to get mad at you for it. It'd be pretty hypocritical if you asked me."

She shrugged, but she couldn't say it didn't make her pause. She'd always only thought about living _up_ to Tony, and never about the more negative things he'd done. He'd told her plenty of times that he hadn't been a good kid, yet there was so much expectation that she would be. It didn't disappoint her or anything, it just made her more tired, because despite her Good Kid facade, she still wasn't what she needed to be for her family.

Tony and Pepper were still never home. They were still busy...too busy for her. They swore up and down that they would be there when they could, and she believed them...but at the same time she didn't. She hated herself for it, but it was hard to forget that at the moment they were at their own party when they'd told her she wasn't allowed to leave Happy's sight or do anything that involved other people.

Jaxon tipped the cup in front of her face, and for the first time, it felt alluring. She sighed.

"Just one cup," she swore.

"Sure. Doesn't matter to me."

* * *

It didn't end up being one cup, but she hardly thought it mattered. She wasn't sure how long she'd been at the party, but it was enough time for her to have downed more than half a dozen White Claws. Strangely enough, Penny was barely groggy, just a little buzzed and a little tired, though more relaxed than she had been in weeks. She guessed she should've expected how little alcohol would affect her, especially since she knew that Ibuprofen did nothing for her.

So, she was buzzed and had lost track of the time, but it didn't really matter that much, nothing really felt like it did, not even when she spotted Flash across the room, their few seconds of eye contact tense. And yet everything felt like it mattered too much as well. She was a bad person, a bad daughter, out at a party she wasn't supposed to be at, drinking alcohol and ditching her bodyguard for the sake of something that wasn't even fun. Maybe she should just find Ned and MJ and they could go. She didn't want to face Happy, but every minute that passed was another minute that he might lose his mind and call her dad.

She placed down the half drunken beer she'd been working through and began searching for her friends in the crowd, when she heard a few cheers from outside, followed by an enthusiastic yell of, "POOL TIMEEEEE!!!"

Penny couldn't even blink, as, now in the middle of the room, was caught up in the roar of the crowd and had no choice but to stumble outside as well. It was colder out than it had been before, biting at any exposed skins, burning away any warmth she previously had. The only good thing about the cold was that it at least made her feel more awake.

The teenager watched idly as a crowd of boys lined up to cannonball into the bright blue water, others beginning to dare each other or tease girls and try to drag them in as well. The only good thing about it was that no one tried to get her to come in too, instead, she managed to slip out of the crowd and out of the yard.

As soon as she stepped outside the fence, she felt tense, like she was in danger, but not really. Like a soft version of her spidey sense. Penny flipped her head around a little more groggily than usual, eventually spotting a dark figure sitting in the grass a few yards away. She tensed into a defensive stance, making the figure look up at the commotion, and she felt a breath of relief. It was just Flash.

"What are you doing out here?" she asked with blind recognition that without the alcohol she wouldn't have even dared to say anything, "I thought you'd be the life of the party up there."

Flash shrugged, glaring at her defensively. She wasn't sure if the dark circles under his eyes were real or the result of his vampire costume, "Getting hypothermia isn't my favorite thing to do. I'm not stupid."

"Fair enough," she responded, and in a particularly weird move, sat down and pulled at the grass, "It is pretty crazy up there. Not my favorite."

"Not mine either."

"I thought you liked parties, being a social butterfly and all."

"I just--why are you even talking to me? You're _deigning_ to talk to those beneath you now? Or are you denouncing your Iron Man lineage?"

She blinked. They hadn't exactly been friendly, but she'd thought they'd at least come to _some_ kind of peace, "Sorry, I'm not trying to be mean. I'm just tired."

"Yeah, you had like an entire beer pack in less than twenty minutes. How are you not dead?" She shrugged, though she knew the answer, "Whatever, it's probably in your _Stark genes_ or whatever. I'm surprised your dad isn't out here partying with you, the _perfect_ father and child duo."

Something about that bothered her. Maybe it was the encroachment on her secret identity. Maybe it was the reinforcement that she was different. Or, most likely, maybe it was the indication that she and Tony were close as though some kind of regular parent and their kid who had had their entire childhood to bond and _love each other._

"Y'know, just 'cause I'm some kind of fucking celebrity now, or--or my dad's a superhero, doesn't mean I'm the epitome of the _perfect_ daughter with her _perfect_ dad have an _amazing_ time being uprooted every few years because of dead of fake-dead family."

"Yeah, well at least people fucking appreciate you. I'm _barely_ popular. Jaxon's the popular one, I was just getting up there, and now I'm the guy banned from Stark Industries for 'bullying' Penny Stark! But they made fun of me for not bullying you when you were gone, and now they make fun of me _for_ bullying you!--"

"Just because you were peer pressured--"

"And are you actually complaining for having Iron Man--"

"--not everything is sunshine and rainbows! Why don't you--"

"-all this cool stuff and you don't even--"

"--I don't even get a choice! Just one day me entire life is--"

Their voices battled each other, one on top of the other as they fought for a space in the noisy New York air. Penny felt the rush of tears to her eyes at the tearing open of everything, only aided by the booze that seeped into her brain and wafted from her mouth with a stale stench. Her words were no better, accusing and belittling and everything Flash had done to her tumbling from her lips all the same as Flash's.

They were too busy arguing, and her senses too watered from the beer, to notice a figure stalking just a house over. They were too busy arguing to hear the muffled _pmph!_ as a silenced gun shot. A tingle on her spine and then a prick in her neck, cutting her off completely, dwindling her and Flash's argument to nothing. The two held identical looks of surprise as Flash dropped like a sack of rocks, Penny barely a few moments later after pulling a small, gray dart out of her neck.

* * *

Happy was panicking. A lot. Way more than his doctor had advised for his heart, but he couldn't help it. No amount of breathing exercises or herbal tea could help him, because he couldn't find Penny. He'd been reprimanding one of her friends and all of the sudden he'd looked up and she'd been gone, with her friends volunteering to look for her. About ten minutes into his search he'd realized his phone was gone too, and now he was more mad than terrified. Because the girl wasn't _gone,_ she'd just tricked him and left.

Now thoroughly annoyed, the former boxer was wandering around the suburbs of New York he'd taken her to trick-or-treat to, wondering where three teenagers may have gone on Halloween. At least, that's what he _had_ been doing, until a snippet of a conversation and a voice he couldn't place caught his attention. He obviously hadn't meant to be eavesdropping but he was glad he had been.

The rest of the conversation had been lost to him, only, "--she's on her way. I know, I'll keep my distance, I didn't earn this suit for nothing," reached him, and he didn't like it. He had yet to catch the woman's face as he followed her, her long brown hair shielding her from view, and despite his lack of knowledge about her identity, he felt he had the right to be suspicious. For one, she wasn't dressed, and he hadn't seen one kid come up to her or her interact with any other parents within the vicinity. The phone call wasn't his only incriminating evidence.

The woman wound between kids and families and houses and trees as she headed to the park. It was all he could do to not lose her, finally catching up with the brunette as she stopped below a little bridge that looked as though it had seen better days. He realized too late that he was too obvious, that there was nowhere to hide. The woman raised a hand to her face, slow and halting before turning around to glare at him. Except it wasn't eyes that met his eyes.

The gold metal was cold, glinting under the moon and highlighting the natural curvature of her face, as though it had been carved on. The eyes, so unlike Tony's metal mask, were pitch dark, shadowed and hiding this person's eyes. Happy froze. This was the woman who had been on TV when Phoenix had attacked Detroit. Phoenix was here, and he didn't know where Penny was. He didn't even have a phone.

Happy took a step back. He had to find the kid. He had to protect her. But the woman raised her arm, the palm of her hand glowing idly, "As the Phoenix burns, Hogan."

**Notes for the Chapter:**

> :-)
> 
> ps happy's fine


	40. The Storm Pt. 1

**Notes for the Chapter:**

> ( ͡° ͜ʖ ͡°)

Penny shivered at the cold, instinctively curling in on herself and searching out for her blanket, but instead was met by the slumber-shattering _clink!_ of a chain. Her eyes shot open and her body shot up, immediately regretting it at the swimming headache that met her. She grunted in pain, clutching at her forehead as it gave another throb. And then the memories came flooding back.

She'd been at a party, regrettably drunk--which was reinforced by what she was sure was a hangover--and arguing with Flash. And then that dart... She couldn't picture it, but she could remember the feeling of pulling it out of her neck, the pain and nausea. And then the panic. But the panic was worse now. A lot, _lot_ worse.

The dazed teenager studied the room around her vigorously, blinking in dizzying waves. The walls around her were closed in, and a slightly rotted wood, the musty scent of mold filling her nose. The floor was a thick cement covered in soft straw. Next to her was a trough that was covered in grime and looked as though it hadn't been cleaned in months.

Properly confused at her circumstance, she forced herself to her feet, the chain clinking once again, making her look down to see a metal chain attached to the floor wrapped around her bare feet, which were already covered with dirt. This place was gross.

Now standing up, she could see the rest of the building. There were multiple stalls lined at one end of the room, the same straw she'd been laying on littered against the ground and clumped in piles. The ceiling was high, dark wooden rafters clearly supporting the arched building, a cracked open window--the only part of the building open to the outside world--allowed for thin morning light to illuminate the dust that was flowing through the air.

She was...in a barn? It looked like a barn. An old one, that didn't house animals. Just her, she guessed.

A snore made her turn her head to the stall to her left. She pulled herself over the wall as much as her chain would let her, but it was enough for her to see Flash Thompson.

So, her and Flash in a barn after being kidnapped. Fun. Shouldn't he be awake by now? It was morning. _It was morning!_

Penny froze, dropping back down onto her feet and turning around in a wide circle, focusing on the window. She had to get back to Tony. She'd missed curfew and hadn't gotten back to Happy and they had to know she was missing by now! She'd let them down. She'd let Tony down. And now she was stuck who-knows-where, without her trackers or a way to contact her family and--

She just hoped he wasn't mad...

The teenager shook herself. She'd worry about her father later, right now she had to focus on trying to get out of here. Nobody was around, so if she could just--

"Pss! Hey, Flash!! Wake up!"

No response. She tried to climb into his stall, but was stopped by the chain wrapped around her ankle. She glanced down at it, straining to break it, but the chain wouldn't give, her leg trembling with the effort. It must be the alcohol, plus the drugs in her system too. Oh no. You weren't supposed to mix drugs with alcohol, right? It was bad for you, she was pretty sure. She ground her teeth anxiously. There wasn't anything she could do right now. Once she got back to Tony, she could worry.

"Flash!" she tried again, "Wake up! Please. Dude, come on! Please wake up."

Finally, he began to stir. His eyes blinked open, fixating on her and glaring as he sat up, a low moan of pain escaping his lips, "What the hell...?"

"Are you okay?"

"M'fine," he muttered, rocking onto his wrists and looking around the room. She caught the exact moment it clicked for him, his eyes widening in fear and panic as he sprung up, "Oh my god. Oh my god, oh my god, _ohmygod!_ Where are we? What happened! Why are we in a pissy-- _am I in chains!?"_

"Okay, Flash, you need to calm down," she tried to encourage, standing on her toes to get a better look at him. He looked at her like she was crazy.

"Calm down? _Calm down!?_ We're somewhere we don't even know--and you're not even wearing your costume anymore! How long has it been!? Were we kidnapped!? Is this a prank? If this is a prank I will punch you so quick, Iron Man be damn--"

"Flash. You're breathing too fast, and you need to calm down," she interrupted, noticing how his breathing was speeding up and his eyes were filling with panicked tears. She held out a hand for him to grip, which he promptly batted away, "Okay. Grab the wall instead, you need to ground yourself and follow my breaths, alright? Or else you'll pass out. So, just focus on me. Focus on me, got it?"

He nodded. She took a deep breath, he took a shaky one. She took a deep breath, he took a shaky one. She took a deep breath, he took a shaky one. 

This song and dance went on for a few minutes until his breaths were even again, his face less flushed from shaky panic, though his cheeks were red with what she was sure was embarrassment. He muttered in disdain, "Thanks."

She just nodded.

"Do you know where we are?"

She shrugged, feeling guilty. They wouldn't have taken him if she hadn't been with him. If she'd just been alone, he would've been fine, but here he was, "I haven't seen anyone yet, I only woke up a few minutes before you did."

"Okay, okay. And your costume? You just didn't want to look like a nerd while kidnapped?"

She looked down at the tank top and athletic shorts she'd been wearing underneath her costume, feeling a little queasy at the thought of someone taking off her clothes but managed to force it down. She needed a level head if she was ever going to see Tony again, "I'm guessing they thought my clothes might have trackers. Easier to just take the whole thing and throw it away rather than search a multi-layered costume for it."

"So you did have a tracker?"

"Not in the clothes. I did in my phone and watch, but I don't have them anymore."

"Not even in like, a necklace or anything?"

"I don't wear jewelry."

"Well you should! Then maybe we wouldn't be here anymore."

Penny tried not to get hissy about that. He was just scared, and it was her fault he was here anyway. If he needed to get his panicked energy out, she was just going to have to be the recipient.

"I'll make a note of that. I'm sure Tony would appreciate the idea," she responded instead, "But right now let's just focus on how we're getting out of here. Once we get out of this barn we're going to have to--"

She was cut off by the sliding of a noisy metal door, her spider sense following weakly a moment later. She blinked harshly at the pain from the noise and grunted in annoyance at her sixth sense's lateness, but turned around nonetheless to watch as a shadowed figure sauntered in.

* * *

Tony swirled the glass of champagne in his hand idly, staring out the window over at the dark night of the city as he took a nervous sip of the bubbly beverage. He hated this, he hated this _so much._ It was Penny's first time out of the tower, besides school of course, and he didn't get to be there with her. But he'd missed so many other firsts, so what did it really _matter?_ He was never there. Instead of getting to be out with his kid, trick-or-treating while oohing and awing at over the top decorations and laughing at funny costumes while chaperoning her friends, he was stuck inside this stuffy party.

Parties weren't terrible, he actually did enjoy throwing lavish soirees and getting to mingle with friends or scientists that he liked to recruit for his company. What he didn't enjoy was stuffy politicians and being away from Penny.

"She'll be fine, Tony," reassured Natasha. He didn't look away from the window as the woman came up behind him in a black cocktail dress, standing beside the billionaire as she stared out the window as well, "She's smart, and she knows to stay by Happy."

"Just because she's smart doesn't mean she's not reckless," he responded, taking another sip, "If you'd known me when I was fifteen you'd understand."

"I can understand now."

He glanced at her with a mock offended face, "You're not going to be able to distract me. Worrying is my best talent."

"I'm not trying to. I know my limit. Do you?"

"Saying cryptic things to me doesn't help."

"It would if you'd take more than half a second to listen to me."

He rolled his eyes, "What are you even over here for? Do you wanna worry with me?"

"I was going to invite you to come talk with Williams with me," her voice got lower, "He's got some information on Ross being possibly usurped. And Phoenix."

"I like both of those things. Sure, I'll go talk to the nerd."

"You could be nicer. We don't have many allies in government. Especially the UN."

"I'd prefer a less goody two-shoes and big glasses ally."

She rolled her eyes and he plastered on a smile as he approached Williams, who stood in a loose huddle with Steve and Thor.

"Good evening, Tony," Williams greeted, "Wonderful party. The bottomless champagne is a bit of a personal problem though."

Tony forced a smile at the _hilarious_ joke, taking a sip from his own glass and raising his eyebrows in mock agreement. The UN ambassador cleared his throat.

"To business, I guess. There's been a rumor of something happening soon. With Phoenix."

Tony exchanged a glance with Steve, "We need more than a rumor. Where's it from?"

"Hmm, well, less of a rumor and more like they got a little sloppy. Their attack in Detroit? They left behind a flash drive." That caught his attention, "Don't get too excited. Most of it was destroyed when we plugged it in, some pesky wiping function or whatever, but we managed to get a shred of a plan."

"So they're attacking soon?" Steve asked. Williams nodded.

"Where?" Thor said.

"He--"

Tony's phone rang, interrupting Williams' whispered words, but he could still catch what he said. He exchanged a morose look with the super soldier and Norse god in front of him, shakily fishing his phone out of his pocket. He needed to find out when this was happening. He needed to get Penny back inside before she could get hurt or--

He checked the caller ID. It was Happy. He was overthinking it. He was sure he was. But Happy didn't usually call unless he thought something had happened. He ,of course, had a wide range of what he thought constituted a call, but it still took a hefty amount of energy to push down panic and press the phone to his ear.

"Hey, Hap. How's the--"

"Stark."

That wasn't Happy.

"Who are you?" he demanded of the tinny feminine voice. The Avengers in front of him exchanged dark looks, Natasha already leaving to grab the others, “What did you do to her?”

"I wasn't the one who let her out _so unsupervised."_

He twitched, indicating for Friday to begin tracking as subtly as he could. He just had to keep her talking, "Yeah? I remember having a heavy-weight boxer following her around as well as a group of goody two-shoed nerds."

"Hm, it's a bit hard to follow someone around when you can't find the said someone."

"What do you want?"

"That's not my part of the job, Stark. You'll receive our demands soon enough."

She hung up. Tony took in a shaky breath, his eyes wide. Breathing didn't work and his already weak heart no longer knew how to keep himself standing. It was like a part of him had been ripped away, and the cruel thought left a bitterly familiar taste in his mouth. Not again.

_Not again._

* * *

"Happy? _Happy!"_

Tony rushed to kneel beside his friend who was passed out on the ground, patting his cheek to try and wake him. After he'd gotten the call, he'd cleared out of the room immediately, leaving the team to scramble for an excuse for the press and to begin their own search as he hunted down Penny's trackers. After her leaving them in her locker before, he was sure they would lead to nothing, but it'd been worth a shot that his anger then had been enough to decently scare her into keeping them on.

No such luck. He'd found them dumped underneath a bush, along with Happy's phone. A bright red feather left on top.

The man had then taken to searching around for whatever he could find. He'd traipsed through the streets, between houses, avoiding groups of kids and teens in an attempt to not be recognized, until he finally began to explore the park. Where he'd found Happy's body splayed against the roots of a needle thin tree, a few fallen leaves already covering him.

A gaggle of clearly drunk teens laughed in the distance as Tony snapped in front of his friend's face. Whatever had gotten him had gotten him good, as clearly indicated by the nasty bruise on his temple and the amount of encouragement it took for the former boxer to open his eyes.

"Hey, up and attem,'" he encouraged, pushing Happy up by his back. He managed to sit up with a brittle cough, his eyes wide and bloodshot.

"She's gone. I turned for one second and I went to find her and now--"

"I know. We're looking for her, we're looking for her. Just tell me what happened."

Happy relayed the night's events as well as he could, recounting how he'd been looking for her and how he'd ended up finding the woman with the mask rather than the teenager he'd been taking care of.

"--she snuck off and I just... Where is she? Did you find anything yet?"

Tony shook his head, forcing in a calm breath. She'd snuck off. Of course she had. She'd probably had some plan cooked up for weeks, and all for what? Half an hour of free trick-or-treating? 

He couldn't ponder it now. Her safety was more important than his own anger. He placed the resentment in the back of his head, locking it behind a large door with a definite click.

"Where was she going? Was she acting weird tonight?" the billionaire asked. Happy shrugged.

"Her and her friends kept giving each other weird looks, but I just thought that it was teenager things--stupid teenager things!--and then they distracted me and got away."

"Distracted you..." he muttered thoughtfully. His thoughts were interrupted by another bout of cackling laughter a clearing over from the drunk teens. He tried to block them out, but sat up straighter when he heard their chortled conversation.

"--you see Stark at the party? I thought Jaxon was lying, man!"

"Jaxon never lies. He knows how to do parties."

Party... She'd been at a _party._

He shot up onto his feet, marching over to where the kids were. She'd been at a party--which was so _stupid and reckless and everything he'd warned her not to do--_ and these kids had been there too. Right now, they were his lead. His loud approach, and the sight of Tony Stark adorned with his signature black suit look shocked the color out of their face, except for one who just squinted, clearly too high to accept that he was there.

"You said she was at a party," he stated. None of the kids answered, just stared, dumb, "My daughter. Penny Stark. You said she was at a party. Where?"

The one who'd been squinting at him answered, pointing behind her while still squinting at him, "Yeah. Jaxon--Jaxon Foreman's. We saw her there like, an hour ago."

An hour ago. It'd been so long already.

"What's the address?"

"The 26th. On that street right there. You'll know it when you see it, it's the one with a bunch of wet kids in the yard."

He nodded and turned around, throwing a muttered 'Thanks,' over the shoulder as he marched back to Happy, who had managed to get to his feet, supported by the thin tree that was bending slightly at his weight.

"I've got a lead, there's a car down this street. Go back to the tower and rest up, I'll take care of this."

"What, no--"

"Hap, you're hurt, and I need to look for Penny without being slowed down. Every _second_ lost is a risk. So just go and tell the Avengers what happened, and heal up in the Medbay. Please."

The man looked torn, his shoulders heavy and weighed down. Tony knew he was thinking the same as he was-- _Not again._

"Fine. But call me if you need help."

"Will do."

With not even a last rushed goodbye, Tony was off, sprinting towards the address the kids had pointed him to. Adrenaline based fear rushed him there, and like the teenager had said, he knew it when he saw it. Bright colors flooded the streets, escaping the window, music vibrating the air around in a harried dance. A couple was making out in the shadows of the yard, barely hidden by a decoration of fake spiderwebs. The boy's hair was wet, so he guessed he was on the right track.

The father entered the house, his eyes scanning the crowd of dancing kids, screaming and cursing and making out in corners, gossip whispering around the house. He expected for heads to turn and voices to stop at the sight of the superhero, or at least a strange man dressed in a sharp suit like he was a Man in Black, but in reality, nobody took notice of him. 

Nobody but two kids that was.

"Oh my, God he's here," he caught a familiar voice saying.

"Fucking--I feel like this is a good thing at this point. Mr. Stark!" called another, and a moment later two young faces managed to burst through the crowd in front of him.

Ned and MJ were more worried than he'd ever seen them, their eyes wide and body's stiff with pure panic. Ned's eyes were filled with unshed tears, threatening to fall.

"I'll deal with whatever hairbrained scheme this was later," he said, his voice steely, "Where and when did you last see her?"

"Is she _missing?_ Like--really gone?" Ned whispered, horrified. Tony didn't know whether to lie to protect or to let them know the harsh truth that they had helped lead to this. All he could do was swallow and repeat his question.

_"Where and when?"_

"In the corner, over there, but everyone went out back like twenty minutes ago. We were trying to find her so we could leave--"

He shoved past them, telling them to go home over his shoulder as he forced his way through the crowd and out the back door. The bright blue pool was uncovered, water pooling around the side, indicating its recent use of idiot teenagers jumping in in the freezing cold. There were very few people outside anymore, very clearly worn out by the antics and the cold.

There wasn't much out of place for him to follow. The littered beer cans would lead nowhere, the torn up pieces of candy and Halloween decoration, the back fence left wide open. 

The back fence left wide open. 

With nowhere else to go, he walked through, following down the little hill before he reached the edge of the property.

"Friday, do some scanning. Find me something," he ordered, tapping his glasses. They lit up as his AI began to work her magic, illuminating the scenery around him. People were highlighted and then disregarded, cars x-rayed only to find nothing, and houses broken down all the way to their basement for anything that indicated Penny's whereabouts. There was nothing. Until he looked down.

Down in the dirt, lay a small piece of metal sticking out of the ground. Friday highlighted it immediately, beginning to find an origin as he plucked the dart from the ground. It gleamed a shiny gray, nothing significant about it save for the small white marking labeled to its side. A phoenix.

He swallowed, only allowing himself a moment to compose, squeezing his eyes shut and taking a deep breath. He forced out the remnants of fear and repetition _(Not again. Not again. Not again. Not again. Not again),_ telling Friday, "Find the origin of this. I need manufacturers, distributors--however we can link this back to Penny. And call a car for the kids out back to take them home."

"What about you, sir?"

"Get me my suit."

* * *

Penny clutched her legs to her chest, watching the figure in front of her warily as they pushed a plate of food towards her. The woman was unsettling, with a stoicy air and stiff posture that was only enhanced by the woman's metal chest plate and padded armor. What was most disturbing, though, was the mask. She'd never thought the Iron Man mask had looked particularly comforting, but it was practically adorable compared to this woman's mask.

It was gold, like her father's, but instead of looking vaguely human with stern lines and hard shapes, the mask looked like a face. Lips and a nose, all gold, were crafted into the mask as though they slipped perfectly over the woman's features. Lines carved into her cheeks, lit up by an eerie backlight of white that also sat in the woman's eyes.

She looked human, but only slightly, and Penny didn't like her.

Not that she really liked anybody here. The teenager had been in the barn for two days now, grounded not only by a chain, but by her secret identity. She thought that she could break out, even with Flash, and run far enough to get to a car or a phone, but she was never left alone long enough to try, and even when nobody but the mask lady was in the barn, she couldn't gather enough courage to snap the chain holding her and her classmate hostage.

If she did, then they'd know. And Tony would know. Would know that she'd lied to him and deceived him and-- _she wasn't ready._ Not like this. So she was still here, and the woman was once again handing her a plate of chicken casserole (strange food for a kidnapping, but she was grateful nonetheless). In an hour she'd be unchained and escorted to the bathroom before being placed back in here, waiting for Tony or her next mealtime. Whichever came first, though it was usually the meal.

"Who are you? Why are you doing this?" Penny asked the woman for what felt like the millionth time, only to be met with silence for what felt like the millionth time, "Why am I here? What do you want?"

Still nothing. She sighed as the woman left her stall, closing the half-door behind her.

Penny picked at her food, trying to make it last. It was gone in only a few minutes. Her stomach rumbled still, but there was nothing to do but lean against the slightly dilapidated wood of the barn and wait and regret.

Nothing to do but miss her family.

* * *

It was a day before the demand the Mask Lady had spoken of appeared.

He'd been in the lab, Bruce, Natasha, and Steve all with him as they attempted to track his kid down, when Friday had spoken up in the eerie silence, her voice crackling to life and making his heart stutter.

"Boss, an encrypted message has just appeared. It has no origin."

His head shot up, and the others turned to watch as he pulled up a hologram, clicking on the message and watching in apprehension as it popped up in front of him. His heart skipped a beat.

In the message were the usual demands he'd been expecting--weapons, money, and some intel on government codes--but what he hadn't expected of Phoenix to ask for, was Spider-Woman's name. The one thing he didn't have. He'd barely talked to the girl, not since he'd given her the suit he was pretty sure. Natasha checked up on her now, not him.

Said woman was now perched over his shoulder, reading the message, her face inscrutable, "Why do they want her?"

"I don't care," Tony spat, "Do you know her name?"

"Tony--"

"I'm not losing her, Natasha. _What_ is Spider-Woman's name?"

The Avenger stared him down, her blue eyes wavering for the first time he'd ever seen. This was information that she _really_ didn't want to give to him, he could tell, but he couldn't understand why. This was _Penny._ This was his teenage kid, who was alone and probably hurt and who _didn't_ have superpowers like any of them did. She couldn't fight her way out of there. And why protect Spider-Woman over his kid? He didn't resent the woman, but he knew which one he definitely preferred.

At least, he thought he did.

"Tony..." Natasha started, and the room held its breath, everyone hanging on the answer, "I can't."

_"You can't?"_

"I can't," the woman repeated, "She told me not to say, not until she was--"

_"I don't care!_ I don't care what the _hell_ Spider-Woman wants about her secret identity. My daughter is in the hands of people who clearly have _no problem_ with murder! What do you think is going to happen if they don't get what--"

_"Tony._ It's...it's Penny."

He stared, confused as a ball of panic began to bubble under his skin, greater than the last, "Yeah. I know it's Penny, who's _gone_ so what's--"

"No. Your daughter...your daughter is Spider-Woman."

_No._ No, that couldn't be true. His kid couldn't be a vigilante, who was always in danger and getting hurt and had jumped in front of him to take the hit of a radioactive alien blast. Who was radioactive herself, who he'd always assumed had been experimented on and hurt to get her powers. She couldn't be--she couldn't be like him. In danger and in fear of herself and her own actions. That couldn't be her. That _wouldn't_ be her.

Tony glared, whispering, "Say that again."

"Penny is Spider-Woman," Natasha repeated, and his worst fears were confirmed. She was in danger. She had lied. She hadn't trusted him. And now...

His whole world felt like, not for the first time, that is was falling apart. First lost in a crash, then ripped from his arms, and now torn by what he hadn't known. By what he hadn't been trusted with. Because Penny was Spider-Woman. _Penny was Spider-Woman._ His small, barely five feet tall daughter could life cars and buses. She could, and _had,_ taken blasts that would have easily killed him and then walked it off as though it were nothing. She'd been hurt while under his watch...and she hadn't told him.

"...How long have you known?"

"A month." He took a deep breath. He hated that--not even how long she'd known--but how quick she answered, how confident she was. There was defiance in Natasha's eyes and certainty in her posture, as if she'd been right to keep this secret, to not tell him. He'd seen reports of what Spider-Woman was doing! He'd read news reports of the woman, the kid-- _his kid--_ getting hit by cars or smashed by guns or risking _her life_ to save _his._

"Tony," Rhodey interrupted, placing a hand on his shoulder. The father turned to look at his friend, taking in Rhodey's own broken and betrayed expression that reflected his own, "I know you're angry, but now isn't the time. Once we get Penny, we'll--"

"How has she been doing this? Have you been helping her?" he demanded of the spy. She looked up at the ceiling.

"Friday, show us the coding for protocol WEBS."

His AI responded faithfully, pulling up a holoscreen in front of his face. Coding ran across the screen. He pinched his fingers across the numbers, widening out to see where it was hidden. Of course. She'd put a failsafe in Friday to keep her powers from him, because _of course_ she had. She didn't trust him with nightmares or personal problems, why would she trust him with altered DNA and superhero struggles?

But why had she trusted Natasha? And why had Natasha not told him? Penny had been in danger, a lot of danger, and she was in a lot of danger now. If they found out she was Spider-Woman before he could get to her... He didn't want to know what they'd do.

Tony took a deep breath. There was a time for worry later. There was a time for anger and hurt and betrayal. There would be a time for him to confront his daughter. Now was not that time.

He grit his teeth, "Get out of my lab, Romanoff."

The spy didn't look surprised at the order, she didn't look anything, other than expectant, as she turned on her heel and stalked to the door. Everyone watched warily, unsure as she stopped at the elevator, turning to look at him, "I'm not sorry. She told me not to tell you, _she_ wanted to be ready to tell you herself. I thought I'd give her the chance."

And then she was gone.

It was all Tony could do to not throw something at the wall.

* * *

Penny had taken to staring at the entrance to the barn door by the fourth day. She could only play Rock Paper Scissors, 20 Questions, and Who Am I? with Flash so many times before she felt like she was losing her mind with boredom and anxiety. The mustiness of moldy hay definitely didn't help her to feel calm either, often times keeping her awake when lights were turned off for the night.

There were _very_ few positives about being here, and the only thing she could say about it, was that it was a nicer kidnapping than she'd been anticipating. Both she and Flash were awarded frequent trips to the bathroom, toothbrushes, and had been gifted new clothes last night. The flannel she wore was much too large, but at least it was warmer than her previous tank top that had done nothing for the cold November nights of...wherever she was.

Other than that, everything pretty much sucked. From the unfamiliar--and often masked--faces that changed in eight hour shifts each day, to the overwhelming dread of separation anxiety she felt from Tony...yeah it was pretty awful. Not to mention the harrowing regret that plagued her. With nothing else to do, it was all she could think about.

Why had she gone to that party? Why had she gotten drunk? Why had she tricked Happy and lied to Tony and left his methods of tracking her that he'd already reprimanded her about leaving behind? Why was she so irresponsible? Why couldn't she have just _listened_ to her father, and been the astute and attentive daughter she was _supposed_ to be? Then at least she wouldn't be the cause of surely a mountain of anxiety for Tony.

Penny slumped down, tired of standing and staring at the door uselessly. Not wanting to reveal herself or endanger Flash, she'd restrained from trying to escape, but if Tony didn't come by the end of tomorrow...she was going to at least try. Anything was better than sitting here and waiting for someone who might not even come for her. Not that she doubted her, but...these were the same people who'd gotten her last time, and he hadn't found her then.

As the teenager was pondering on means of escape and what she could do to get her and her sorta-not really friend out, she heard a sniffle beside her. Her head shot up at the sound, turning to stare at barn stall next to her. She didn't need super hearing to tell that Flash was beginning to cry, but she sure wished she had the power to assure him. Penny took a silent breath. Welp, might as well try.

She stood up, poking her head over the stall, "Are you okay?" Flash had his back to her, clearly trying to cover up his sniffles, though it didn't work in the slightest, "It's not like, weird that you're freaking, y'know? I get it. It's fine, or whatever, just--do you need anything?"

"I'm fine, go away!" he hiccupped.

"Okay, well, if you want to talk or anything. I'm here, I guess."

She sat back down, plopping to the floor, the chain on her leg letting out an oppressive clink as she did. She didn't think Flash would respond, he'd never been known to be super open or whatever, so she was surprised when, a few minutes later, he began to pick a fight.

"How the hell are you so calm? You really are the _'perfect Stark,'_ or whatever."

His words were bitter and sad, but in the chill of the barn and the stress of missing her dad, they only pissed her off. She shot up, looking down at Flash over the edge, "What do you think my life is? You think it's a lot of fun to have your whole family die only to find out they _weren't_ your family? Why don't you watch your dad get killed in front of you only to find out he was a lying asshole his whole life! See how fun that is!"

"At least they cared about you! You just get family after family don't you? I bet you've never had to deal with a father who--"

The doors were thrown open, interrupting Flash's tirade. Their heads shot over to the barn door, shrinking back at the amount of men who flooded in, the metal entrance slinking shut behind them. They filled the building, guns on their hips and glowing weapons held at the ready in their arms. Flash stepped back against the wall, watching with wide eyes, but she found herself rooted in fear, unable to move her shaky legs as the men spread out around the room.

They took up stations, a large number crowding around her stall. The movement finally made her stumble back, barely managing to catch herself on the wall. Her entire body prickled with suspicion, leading her gaze to the masked woman, who was glaring her down from across the barn. She swallowed. Something was happening. Or something was about to happen, and she was sure that Tony had something to do with it.

A woman and a man approached Penny and Flash's stalls respectively, undoing the latch and stepping in. Penny refused to move back, instead standing her ground in trembling fear as the woman approached her, a thick cloth in one hand a pair of cuffs in the other.

"I won't hurt you," the woman assured, but her voice was steely, "As long as you don't fight back."

"What if I do?" she challenged. Before she could blink, the woman had flipped the gun off of her hip and was pointing it at Flash with startling accuracy considering she wasn't looking at the boy.

"We don't need him. Just you. Got it?"

She nodded. The cuffs clinked around her wrists and the cloth tied around her lips with an at least clean-looking sock stuffed in her mouth. By the time the woman walked out, she couldn't do anything other than yell muffled screams of annoyance that barely made it past her lips.

Unable to do anything in her now even more restricted than she’d been the past few days--she should've run earlier, then maybe what was about to happen wouldn't happen. Maybe nobody would've gotten hurt--Penny waited. And waited. And waited.

It was about another quarter of an hour before anything happened, snapping the troops to attention and snapping her head up. The teenager didn't need her sensitive ears to recognize the electrical whining and sinister _thump!_ on the pavement outside. The door slid open, and she couldn't look away from the piercing blue glow of Iron Man's eyes.

**Notes for the Chapter:**

> Happy Holidays guys!! also, i don't remember where i commented this, but i think i said the may thing and penny being spider-woman was going to be a double reveal...plans change, so here we are!  
> see you next year guys, and I hoped you liked it <3<3<3<3


	41. The Storm Pt. 2

**Notes for the Chapter:**

> See how fast i can work without school?? this is so stupid. almost 6000 words in 7 days. i fucking hate high school >:-(  
> and i ~might~ get a job so that would ruin shit too jesus christtttttttttttttt

A gripping hand clutched onto Penny's shoulder instantly at the sight of her father, a glowing weapon pressed against her head. The metal was cold against her cheek, the whining of the gun sending a broken shiver down her spine, the movement only tightening the pressure of the hand holding her. When she glanced at Flash, she saw the same was happening to him.

"Hello, Stark," greeted the woman in the mask, stepping forward.

"Hey, asshole."

"Out of the suit. Leave it where we can see it."

Penny watched anxiously as the suit opened, revealing Tony in all his confident Tony Stark Glory. His black suit was unruffled and trimmed, accentuating his carefully controlled expression. Glasses framed his face, and his goatee was sharp. Penny wasn't looking at her dad, who was always so patient and gentle with her, she was looking at Iron Man. Intimidating and angry.

The suit closed as he stepped forward, remaining completely stationary and stiff, in contrast with Tony, who stuffed his hands in his pockets, his posture loose. She marveled at his ability to keep cool with the amount of guns pointed at him, berating herself for her own fear in the face of danger.

"You're pleasantly compliant today," the masked woman remarked, her voice tinny. Iron Man glanced at her fleetingly, the sharp fear in his eyes available for only a second before it was replaced with cold stoicism.

He opened his mouth to respond, when a shiver ran up her spine, immediately followed by a blinding flash of purple. It flickered past her father, who barely swerved out of the way, but she couldn't even breathe a sigh or relief as it connected with the suit behind him.

Whatever had been blasted, it was powerful, and the red and gold melted in front of her. She couldn't look away from the mask that was now little more than a pile of goop, imagining with horror if that had hit Tony. She shuddered at the thought, attempting to shrink back in fear, but stopping short as the arm shook her roughly. A new gun was pressed as she struggled, no longer trying to wrestle away and instead attempting to be near Tony. She had to help! She couldn't let him be hurt, not when she was the reason he was here in the first place, and the reason he'd been hurt so much and--

Iron Man looked at her, and she felt safer for a fleeting moment as his eyes assured, holding out a placating hand. She stilled, "It's okay, honey. I'm alright, I'm alright. Just be still, okay?" She nodded and then he turned away, nonchalance in his posture as if nothing had happened, "Yeah, there's a reason for that, which I'm sure you can tell since you've got her surrounded. Destroying that suit was a low blow, though."

"A precaution. We're not stupid, we know what you can do."

"Nice to know...Mask Lady? Madame Mask? Not sure what to call you."

Madame Mask's expression didn't change, remaining chilling as she stared straight ahead at Iron Man, who, despite wearing no mask of gold of his own, kept his own mask of eased patience present.

Madame Mask held her hand out expectantly. After a tense moment, Iron Man handed her a small flash drive. His hand shook as he passed it to her. Penny's eyes followed the movement religiously, her eyes narrowing. What had he just given up?

"There. Now let her go."

"And have this end up being a dupe? Not happening," Madame Mask said, "Where are the weapons?"

"At the location you requested. I assume you have someone down there to confirm?"

A radio fizzled to life, an agent near Penny holding it to his ear. She picked up the voice of someone confirming the existence of said weapons, and her heart dropped. Those weapons would take lives, and it would be on her. She thought about the attacks in Detroit, the Expo, and Chicago. People had been hurt. People could be hurt. People _would_ be hurt. And she would be the cause. If she just hadn't run off, if she'd stayed with Happy, or even just stayed in the tower where Tony wouldn't have been forced to do this.

But there was no going back. She'd already fucked up. She'd fucked up _really bad._ All she could do was to try and fix it when she patrolled. She'd look for Phoenix and their weapons supplier and make sure they were powerless to hurt more people, or else what was she worth?

"Hm, I was expecting more resistance from you," Madame Mask commented. Iron Man said nothing, "And Spider-Girl's name?"

Penny snapped to attention, her eyes widening as she stared at her father, fear and confusion gripping her harder than the hand on her arm. Why did they want her name? Did Tony know? She'd told him that she was keeping it to herself when he'd given her the suit all those weeks ago, and Natasha had promised to keep her secret. But she'd said it was temporary…

He couldn’t know.

The teenager held her breath as her father glanced over at her before answering, "Julia Taylor."

Her heart skipped a beat. She wasn't relieved, but a small part of her loosened at her identity remaining secret from these people. Her chest tightened again though as she tried to understand why he'd answered with a fake name. How had he come to that conclusion other than who she actually was? Penny couldn't say the thought filled her with relief.

"Who is...?" Madame Mask drawled.

"Nineteen. She lives in Queens with her single father, her mother was lost to cancer when she was four. She graduated from Bayside High School last year and currently works at Mike's Pizza. There. Seem concrete enough?"

"Passable. Where is she right now?"

"I don't keep track of her. She's either serving pizza or right hooks."

"I'd like assurance you're not going to put her in a safehouse after you leave with Penelope."

"What do you even want with her? She's a small time vigilante who rescues cats from trees and helps old ladies across the street."

"That's for me to know, Stark, and for you to find out."

Penny felt a tremble run up her spine, and she knew it wasn't from the gun against her head. Something was off. Something, other than the dozens of people in full military garb, was setting her danger sense off. It itched at the back of her head relentlessly, demanding attention, and, no matter how hard she tried to stay calm and still, it was determined to get it.

The teenager refrained from swinging her head around to see what was the cause of her new worry, instead twitching as she scanned around the room. She felt the presence of danger creep closer, but no one had moved, all eyes focused on the exchange between Tony and Madame Mask. The tingle grew strong and stronger, thrumming against her bones until it was overwhelming.

She squeezed her eyes shut at the head-splitting confusion, and, knowing that there was a gun to both her head and spine and that she was cuffed and chained and gagged, she still swung out with her foot. She didn't know what she'd been expecting, but for her foot to connect with a solid object in the thin air was not it.

There wasn't anything in front of her, and then suddenly there was, hands braced against the wall from her hit. Staring at her in bold confusion, was Loki.

And that's when the chaos started.

* * *

Tony paused when the barn door opened for him, unable to look away from his daughter.

The sight of the glowing blue weapon pressed against her head was enough to make him sick, and it took just about all his self control not to seize up with a panic attack. That wouldn't help Penny. What would help Penny would be to get her out, to get the chains off of her wrists and the gag out of her mouth. Helping her would be getting her home, safe back in the tower where she couldn't be kidnapped and where she could no longer sneak off, whether for a Halloween party or a night of patrolling the city.

"Hello, Stark," greeted a woman in a gold mask. He squinted at the permanently stern expression etched into her almost too realistic face.

"Hey, asshole," he responded, glancing as Friday broke down the women's armor in front of him, trying to identify a power source.

"Out of the suit. Leave it where we can see it."

Tensely, Tony stepped out of the suit as it opened up for him. He felt bare and naked without the armor, so he put on his own. He tilted his head up, put his hands in his pocket and let Tony Stark be the armor. He always had been, and now was just another day for it to be worn down until it'd eventually be destroyed, worn down.

"You're pleasantly compliant today," the tinny voice said, and he made an effort not to piss her off as he glanced at his daughter, who was watching with eyes so wide and so scared.

Tony moved to respond, but was cut off by a purple heat. His skin felt seared being even near it as it flashed behind him, forcing him to step away on instinct. His glasses darkened immediately to adjust for the new light, leaving him to watch in expectant frustration as the suit melted in front of him. Red and gold dripped as it became nothing more than a puddle of metal on the ground.

Well.

He didn't waste long gawking at his suit, instead searching for his daughter across the room, who struggled back in fear. Then, like a switch had been flicked, tried to leap towards him, a determination in her eyes. The knowledge that his daughter was a vigilante became a little more real to him in that moment.

She stilled when they made eye contact, his hand outstretched, her copper eyes swirling with confusion and guilt, "It's okay, honey. I'm alright, I'm alright. Just be still, okay?" Once she’d nodded, he turned back to Madame Mask, "Yeah, there's a reason for that, which I'm sure you can tell since you've got her surrounded. Destroying that suit was a low blow, though."

"A precaution. We're not stupid, we know what you can do."

"Nice to know...Mask Lady?" he snarked, fishing for a sliver of information on this woman, "Madame Mask? Not sure what to call you."

The woman held out a hand, ignoring his comments. With his heart beating erratically, he fished the drive out of his pocket, feeling heavy as he dropped it into the expectant hand. Of course, the name and story in there was false, but the weapons access were not. He would change them as soon as he could, but he couldn't risk Penny being in more danger than she was already in. One lie was enough, piling on more only increased the chances of a bullet through her head.

He resisted the urge to shift on his feet, "There. Now let her go."

"And have this end up being a dupe? Not happening. Where are the weapons?"

"At the location you requested. I assume you have someone down there to confirm?"

Tony watched as a man picked up a radio, dialing into the location he knew held not only the promised weapons and materials, but a handful of furious Avengers.

"Hm, I was expecting more resistance from you," Madame Mask said lightly, a taunt in her voice. He bit his tongue, "And Spider-Girl's name?"

Tony held back every bit of fear and remorse he could, commanding his body to be calm and only show his usual public air of annoyance. He couldn't be suspicious. The only sign of stress he was unable to keep from overflowing the damn, was a quick glance at Penny, and it almost flooded the whole river.

She was scared. She was so, _so_ scared, her eyes darting between him and Madame Mask. She clearly didn't want this woman to know, and she clearly hadn't wanted Tony to know. Why? _Why_ had he not been trusted with this?

He forced the doubt and the anxiety down, "Julia Taylor."

Penny loosened.

"Who is...?"

"Nineteen. She lives in Queens with her single father, her mother was lost to cancer when she was four. She graduated from Bayside High School last year and currently works at Mike's Pizza. There. Seem concrete enough?"

"Passable. Where is she right now?"

"I don't keep track of her. She's either serving pizza or right hooks."

"I'd like assurance you're not going to put her in a safehouse after you leave with Penelope." The way she said his daughter's name irked him, making him twitch in barely concealed anger.

"What do you even want with her? She's a small time vigilante who rescues cats from trees and helps old ladies across the street," he demanded.

"That's for me to know, Stark, and for you to find out."

He grit his teeth at that, clenching his fist in his pocket, clutching it around the gauntlet watch, assured by the thrum of power. It wasn't quite his suit, but he knew how to make do. And his suit wasn't his only protection. Tony was a lot of things, but underestimating his enemies was not one of them, which was why he'd enlisted the Avengers for this mission that he definitely didn't have any permission for.

Getting the Avengers to help had not been difficult in the slightest, what had been most difficult was creating their plan. The team definitely saw him as irrational at the moment, but he knew how to control himself. He'd done so when saving Pepper, and he could do so when saving Penny.

The person who'd been more difficult to convince was definitely not allowed out of the tower and allowed to go on illegal Avengers missions, was one Loki Laufeyson. The Asgardian hadn't needed much pushing--one puppy eyed plea from Thor had been all it took--but the team certainly had, and he understood why. He himself had been hesitant, but Penny was well guarded and one wrong move... They'd needed a disguise, and though Wanda and Vision were powerful, they couldn't turn both themselves and the entire team invisible, ensuring that Penny wouldn't pay for their carelessness.

The thought made him glance at his daughter, and he was unable to look away, even as he continued making crude remarks to Madame Mask. She was blinking hard, squinting down at the ground in clear pain and confusion.

Out of nowhere, she swung. He watched in horror as her leg struck out with a terrifying speed, connecting with a blank space of air that rippled and crashed against the side of the barn stall. And then the air was no longer just air. It was Loki.

Great.

Without hesitation, he pulled his wrist covered gauntlet out of his pocket and fired. All hell broke loose as he blasted the man holding Penny, who hit the wall with an inaudible thud that was covered by shouts and firing of weapons.

With Loki's illusion broken, everyone else's fell too, revealing Rhodey, Sam and Thor, all in opposite corners of the room. The rest were waiting, perched, at the weapons dealing site where they'd hopefully be taking back what had yet to have been lost. Bruce, however, was flying between the two, ready with emergency aid on the Quinjet.

Tony made a dash towards Penny, but quickly found himself blocked by Madame Mask and ten other members of Phoenix. Madame Mask was the most decked out of all of them, her armor thrumming with power that he could feel even though she was feet in front of him.

With a quick lash, he struck out with his leg and fired at the same time. Madame Mask stumbled back at the contact, but gripped the ground without much effort, holding out her own hand in an imitation of his own as she fired. He barely managed to duck out of the way, carrying his momentum and barreling into a soldier beside him. He knocked him out with a swift metal covered punch, disappearing into the fray, away from Madame Mask and to Penny.

Hopefully.

* * *

The gun was gone from her head, and all of the sudden she was free to fight.

With a forceful strain, the handcuffs on her wrists shattered. She pulled the gag out of her mouth and and reached down, crushing the chain around her ankle to a pulp. Her heart beat with fear and adrenaline, but she was past secret identities at the moment. The lives in the room were more important.

She elbowed the nearest man, grabbing his arm as he doubled over and flipping him against the stable door, which crushed to splinters with a loud _crash!_ The teenager moved onto the next person, gripping the gun and snapping it, throwing the metal parts at two other men, who were knocked down by the force of her throw. And more and more men came.

The barn was full of them, and so many were focused on her. She twisted an arm while punching another man's nose, throwing one back across the room and kicking the other into a throng of men that stumbled from the impact.

Taking a small, fleeting moment that allowed for her movement, she leaped over her stall and into Flash's, who was cowering at the corner of his cell. He didn't even look up as she landed right in front of him.

Reaching out, she ripped his chain. The _clink!_ made him look up, his eyes widening in surprise. She was sure his mouth would be hanging open with as wide as his eyes were had it not been for the gag strapped firmly to his mouth. She herself kept her expression stern, her mouth a thin line as she snapped his cuffs, allowing for him to rip his own gag off. All the while he stared at her.

"Wha--"

"Don't ask. We need to go. _Now."_

He glanced around, his voice small he said, "Yeah, fair enough."

Penny pulled Flash to his feet roughly, pushing past the stall so roughly the clasp broke. The splintering surely would've been audible had it not been for the rough yells and the deafening sound of guns--alien and metal--ringing through the barn.

With a yelp and a head-splitting ache, she ducked, pulling the boy down with her as a bullet whizzed past their heads, leaving a trail of death in its wake. Not that death would stop her. She gripped Flash's hand and ran, forcing her legs forward, though they strained from being chained in a stall for three days.

She didn't run for long, skidding to a halt as a woman stood, as strong and still as a statue, in front of them, her gun glowing and aimed straight at her chest.

"Don’t move," the woman ordered, taking a step forward. They took a step back. Definitely the wrong move. A tremor ran through her bones. As though in slow motion, she watched as the trigger was pulled, blue shooting towards Flash, and--in a stupid move that required nothing but instinct--she darted in the way.

Penny immediately doubled over from the blinding pain that hit her shoulder, grunting as she grit her teeth, grabbing at her injured arm. She muttered, "Fuck."

The gun made a sound of recharging, and she squeezed her eyes tight as she forced herself back onto her feet. Ready to fight, "I told you not to move. Now--"

The woman dropped. She looked up to see Tony, his gauntlet smoking and his mask lit up blue. Her chest loosened, but her heart tightened.

"Out," he ordered, "Go. Right now. _Come on."_

Penny stumbled after her father, glancing back at Flash to make sure he was trailing behind him, his lips mouthing, 'Holy fuck, holy fucking shit, oh my--' the whole time.

Relying on adrenaline to pump her through the pain, she darted after Tony, who was clearing a path for them towards the door. But it wasn't easy. They were trapped in a sea of bodies, and every step was met with someone new blocking their path. Sticking next to Iron Man kept her safe from being directly attacked. For a short amount of time.

Her head had been aching with danger as the fighting around her had drummed on, but it gave a particularly painful throb just as something cold grabbed her ankle. She yelped, reaching out for her father's armored hand, but unable to grip it.

Penny looked down as she was dragged away by the ankle, horrified to see a glowing blue wrapped around as though it were a whip, dragging her. She stuck her feet to the ground without thinking, stopping what was pulling her in its tracks. She reached down to grab the blue glow in an attempt to throw it off of her, but it burned white as her fingers touched it.

She screamed at the pain in her hand and searing into her ankle, the pain making her accidentally unstick from the ground. She was dragged again, this time with her stomach dragging on the ground. Once the immediate pain had faded, Penny glanced up to see the source of the mysterious blue whip, gaping in shock as she saw it attached to Madame Mask.

The teenager whipped her head around, searching wildly for the familiar red and gold armor, managing to catch a glimpse of it. The mask swiveled around in an unruly, panicked manner. She called out as the blue whip gave another tug, forcing her to splay her hand in front of her and stick.

"TONY!!"

The mask whipped to face her, immediately barreling over when he recognized what was happening. The suit charged past her, clunking to a stop, and though she wasn't watching, she could tell that her father and the masked woman were now fighting, shots of their suits firing and whizzing through the air.

The whip around her ankle loosened just as Flash approached. His face was paler than usual, his eyes practically popping out of his head, but he held out a hand that she gripped immediately, allowing for the boy to pull her to her feet. With Flash's help, she managed to be tugged completely free from the once again searing whip. She forced down a pained grunt as it caught on her foot, skipping away from the glow hastily.

"Thanks," she muttered, crashing onto the floor as she tried to put weight on the foot. Flash grabbed her arm, clearly in an attempt to help, but it took all her willpower not to scream as her burned shoulder was tugged on.

She wanted to be back home. With Tony.

Where was Tony?

* * *

Tony was panicking.

He'd only had sight of Penny for a short while, guarding her as he pushed through the mob of people who wanted nothing more than to take his life from him, whether that meant stopping his heart from beating or his daughter's. As soon as his second suit had arrived, though it was only a prototype, he'd blasted through the crowd to find her, her shoulder burned a bright red and the flannel she wore was singed with an alien blast.

He'd told her to stay by him, right by his side so that they could escape, but he couldn't find her. The other kid, Flash, had managed to follow orders, his eyes wide as he did everything to stay as close to Tony as possible. But of course, Penny hadn't.

Surely she wouldn't have tried to go back into the fight...right? He didn't even know. She'd been Spider-Woman this whole time and he hadn't known, so who was to say if he actually knew his daughter? Certainly not him.

He scanned for her across the room, blasting anyone who came near or who Friday caught aiming a gun at him. He searched over a sea of heads, looking for a telltale sign of fluffy brown hair across the sea of red masks and helmets. But he couldn't find her. Where was she? He couldn't come this far for something to have ki--

"TONY!!"

He swerved at the familiar scream, spotting his kid, almost lost among the throng of pounding feet. Her hand was splayed out in front of her, digging into the ground as she was dragged. He followed the blue wrapped around her ankle to the stony golden mask that was pulling her halfway across the barn.

He sprinted forward, gaining extra feet by powering up his boots to leap over Penny, landing in front of Madame Mask. His repulsors whined as they charged, firing two quick shots at the woman. They bounced off of her armor, barely leaving a dent. She did, however, loosen her grip on the glowing whip in her handr.

Tony let his anger out then, charging up his repulsors and firing and firing and firing. She blocked each blow, or simply let her armor take the hit, until she found a fleeting moment to go on the offensive.

A blue shot, eerily similar to his own, shot at him, catching on his armor's shoulder and forcing him to stumble back. He was painfully reminded that the suit he was wearing was just a prototype as the armor singed, blackening with the hit. At least it wasn't the melting gun.

Fighting Madame Mask was an intricate battle, each blast aimed particularly, the two dodging around each other. Tony, though his suit was more powerful, found himself at a disadvantage as different people would jump in to Madame Mask's aid, forcing him to divert attention. The fact that his suit was only a prototype made everything more difficult. Small malfunctions that slowed him down or lost aim, everything had to be done manually if he wanted to get it done.

Iron Man punched one man and blasted another. He grabbed the arm of one soldier and threw him into a barrage of oncoming Phoenix members. They tumbled, and so did he as Madame Mask jumped at him, her whip wrapping around his neck and turning white.

Immediately the metal around his neck scorched, and he could feel it beginning to sear into his skin, making him feel as though he were choking. With a pained gulp, he gripped the whip with his hand, gritting his teeth at the blistering heat now bubbling at his skin, and yanked.

Madame Mask practically flew towards his outstretch fist, his plated knuckles clanging against her gold mask. It splintered. The whip fell from her hand, sliding off of him as her mask crumbled.

He gaped in astonishment, staring at the face of May Parker.

She looked different than when he'd last seen her, her face healthier but her eyes more crazed, deep-set into her face as though carved into the dark circles.

In his shock, she tore out a glaring gun and shot point-blank at his reactor. He gasped in pain, the arc reactor flickering in time with the HUD in his helmet before disappearing completely as the helmet retracted against his will. Great.

Tony recovered from his shock and pain quickly, thinking of his daughter behind him. He lashed out with a quick punch, smacking her across the face and landing a kick square on her chest. She flew backwards, but caught herself before she could topple over.

"You look good, for a dead person."

"Don't get in my way, Stark."

"Likewise," he snarked, holding up a hand, about to fire when she put a hand to her ear. Her face scrunched in anger, but then she was gone, lost to the crowd. He didn't bother to look for her again.

* * *

Penny forced herself up onto her feet, gripping onto Flash's arm, who was surprisingly helpful as he let her regain his balance on him. But they couldn't stay still for long. They had to find Tony and get out.

She turned around, attempting to spot her dad in the crowd, almost sighing in relief when she caught sight of him. His helmet was off, exposing his face, white as a sheet and looking as though he'd seen a ghost. Not seeing Madame Mask anywhere, she dashed over to him, forcing Flash to keep up as he supported her. Tony clearly noticed their approach, his eyes widening as he fired a blast over their heads. Someone behind them landed on the ground with a _thump!_

Tony's metal hand touched her cheek, his eyes searching, "Are you okay?" She nodded, but she knew he wasn't impressed by the way his eyes glanced over her burned shoulder--the flannel singed and completely destroyed around that area--and the way her skin was red and flayed around her ankle. She was sure the way she'd been limping and stumbling even with Flash's help wasn’t reassutring either, but he accepted the answer nonetheless, "Alright, let's go. Stay close to me."

"Yes, sir," she responded. She didn't notice his grimace.

They barged their way through the sea of people, meeting fewer interruptions than before, not that people didn't still try to shoot or grab at her, but so much of the room had been cleared out by now. Bodies littered the ground--she prayed they were all just passed out, not dead like before--and others ran through the door, away and out of sight.

The loss of most of the crowd allowed for her to more easily pinpoint the Avengers that were in the barn. Thor was the first she spotted, his eyes glowing blue as electricity crackled up and down his whole body. _Badass._ Loki was not too far from him, knives extending from him as though he were made of smooth metal. Rhodey stood tall in his stormy gray armor, the gun perched on his shoulder firing i sync with his repulsors. Though she couldn't see Sam, she could hear him, wings whistling around the outside of the barn, clearly keeping the perimeter secure.

The last steps outside of the barn should've felt different, she thought. She'd been longing, _dreaming,_ of escaping out and returning to the tower, but as her bare foot stepped onto the gravel outside, all she felt was fear. The fear of adrenaline and the fear pounding in the back of her head, reminding her _not safe, not safe, not safe._

Rhodey came out the door behind her, Tony, and Flash, landing with a heavy clang. He stopped just behind her and Flash, hiding the two of them from the rest of the chaos inside as a blast came for them, only hitting the War Machine armor instead of the two teenagers.

Her godfather turned to Iron Man, "Can you fly, Tones?"

He tapped his arc reactor, which flickered, but managed to pop up the helmet back over his head, "Flight systems are shaky, but on."

"Alright, let's go."

Without another word, Rhodey grabbed Flash, shooting into the air. Tony snatched her off of the ground, and she allowed herself to be scooped into his arms as he took off. She noted that it was much shakier than his usual flight.

The wind billowed around them as they shot up, beginning to move at an incline as they started to leave. Their speed combined with the November chill made her shiver, and the cold armor she was pressed up against certainly didn't help. Still, she kept her grip stiff, her arms looped around his neck, and pressed her face into the shoulder of the suit.

"I'm sorry," she whispered. Penny didn't know if Tony heard her over the whistling of the wind, but he didn't answer regardless.

They'd barely been flying, the barn still in sight, when a tremor ran up her spine. Her head shot up, squinting as panic ran up her spine and pounded against her skull. Panic bubbled in her chest as she tried to spot the danger. Her fingers dug into the armor when she glimpsed the orange beam, heading straight towards them.

"TONY! MOVE!! THERE'S A--"

She was cut off as he twisted, barely managing to dodge out of the way. She could feel the blistering heat as it whizzed past them, but the danger wasn't over yet. She followed the instinct of her spider sense, her eyes watching, wide with horror as it hit Rhodey.

He managed to move in such a way that the blast missed Flash, but the orange beam scraped up against his chest, his arc reactor flickering out.

He dropped.

"RHODES!!" Tony yelled, diving after his friend, who was hurtling down rapidly towards the ground below. Flash glanced up from where he was still in Rhodey's arms, reaching up in fear. She reached out in response, but they were nowhere near each other. And then they were.

With a great shove, War Machine launched the boy in his arms up. Penny caught him, grabbing onto the teenager's arm and pulling him close. Tony slowed to adjust, but only for a moment before continuing to hurtle after the Avenger.

That moment was a moment too late.

Penny watched in horror as Rhodey crashed against the ground, the force of his armor creating a small crater.

It didn't feel real. Life slowed down, him falling through the air as though a parachute were attached to him, yet she blinked and he was against the ground. Cracks splintered out from below him, haunting and hateful.

Dust settled around Rhodey, dark leaves that had been fluttering in the air and littered on the ground landing on top of him. The eyes of his mask were dark, as though a final decision had been made.

She couldn't breathe.

**Notes for the Chapter:**

> :)


	42. When the Thunder Breaks

**Notes for the Chapter:**

> yall are going to fucking HATE me :) also i got a new cat and she's super fucking sweet <3<3<3

Tony paced in the dimly lit room, one hand shaking violently while the other gripped it, trying to still the quaking. Not that it helped much. There was too much happening, and Rhodey, who he could see in the CT scanner through the room's window, was not the only cause of why his veins felt like they were bubbling erratically.

Rhodey was most likely paralyzed. Penny was Spider-Woman. May Parker was alive.

Rhodey had almost died. Penny had almost died. And neither had escaped without injury, yet he stood here, completely fine. It wasn't right. Nothing was right.

After Rhodes had been knocked out of the air, the Quinjet had arrived, whisking Penny and Flash away to the tower. A few of the Avengers had gone with them, guarding the kids and going to deal with the fall out their little mission would have if it got out. This had to be a controlled situation, but Rhodes' injury would have to be explained, as well as the confiscation of multiple alien weapons. Tony had stayed behind, waiting and guarding until emergency medical arrived.

Strangely, the billionaire had expected for Phoenix agents to burst out of the trees and try to bring him down, but no one arrived to disturb him. Not even when they piled Rhodey, his heart weak and his face still with unconsciousness, into an emergency helicopter. The barn Penny had been held in was in Pennsylvania, so every second to get Rhodey to the compound was a race.

The man had pulled out every stop he could, calling Helen Cho and every world renowned doctor who would be able to save his friend. And now--he was learning--help him walk again. But the results so far weren't looking promising. Not for a full recovery anyway. He'd been putting pieces together in his head of what he could build for Rhodey's spine for probably fifteen minutes before Pepper and Steve walked through the swinging doors.

Tony looked up at them as they entered. Steve had a bruise forming around his eye that looked something awful, but he was sure it'd be gone in a day or two.

"How is he?" Pepper asked, approaching the viewing window sullenly. Doctors had moved from the viewing room to adjust something in the scanner.

"The doctors say he shattered L4 through S1. Extreme laceration in the spinal cord. Probably looking at some form of paralysis. That's all they've got so far, anyway," he said, "How's Penny?"

Pepper looked at Steve expectantly. She must not have been able to get to her at the tower yet. Steve said, "Alive. Her burns are pretty nasty, but nothing life threatening. She'll be okay."

Tony nodded sullenly, closing his eyes and stuffing his chin into his hand. He shouldn't have let her go trick-or-treating. He should've known that she'd wanted something more than a costume and candy that he could definitely already buy for her. He could've set something up in the tower! Hired people to make a makeshift haunted house, which would've kept her safe and Rhodey safe. They would've been safe. They _should've_ been safe.

But they weren't. He knew he was at fault, but he knew he wasn't the only reason Penny had been taken and Rhodey nearly killed.

"May Parker is alive," he whispered. Pepper and Steve froze. His fiancee's shoulders tensed, her head whipping to look back at him, her mouth agape, while Steve's brows furrowed. Calculating.

"How do you know?" Pepper asked.

"She's the Mask Lady," he explained, "The one...the one with the mask. I broke it and it was--it was _her."_

"Does Penny know?" Steve asked. Tony shook his head.

"I don't think so. The moment she was unmasked she left, and Penny didn't say anything about it. Or at the very least, she'd be a lot more upset if she did know."

Pepper hesitated, grasping his hand and gently taking it from his face, "Are we going to tell her?"

He stuttered, "I-I...I don't know. I don't know if she needs to know right now. She doesn't even know we know she's a vigilante. Pen might need a moment."

"Okay, Tony," Pepper agreed. She gave him a moment before asking, "How long have you been here?"

He shrugged, "Am hour? I've lost track."

"Can you do anything for Rhodey?"

"Pep--"

_"Can you do anything for Rhodey?"_ she repeated, a bite in her voice. He slowly shook his head no. He wasn't a doctor, and he couldn't make anything for his friend without a full report. Tony couldn't even comfort Rhodes, who was still unconscious as they worked to repair his spine, "Then you need to go to the tower."

He tried to sputter out an excuse, but this time Steve interrupted him.

"Penny's been asking for you, Tony. Bruce and Natasha have had to calm her down from having three panic attacks already. You go, we'll stay with Rhodes."

Tony sighed, but he only became sharper with bitterness. Natasha. He didn't want the woman near his daughter. Not anymore. Keeping simple secrets was one thing, but secrets that endangered his kid... Building up trust between him and the spy had taken years of fighting together and learning to rely on one another. And it had been broken. Before, Natasha had been one of the only people on the planet he would've trusted to take care of Penny while he was gone, now, she was the last.

He kept the anger within his chest. It wasn't for Pepper and it wasn't for Steve. He'd confront the woman who'd betrayed him when he got back to the tower.

* * *

Penny winced as the last of the bandage was wrapped around her shoulder, patted firmly into place by an exceedingly gentle hand. The burn on her ankle had already been gauzed and wrapped, the angry red burns disappearing under the light bandages. Bruce had said something about it being important that the scorched skin heal quickly, but she hadn't paid much attention as to why. She couldn't focus. On anything.

Everything had passed by in an anxious blur, and nothing seemed to make sense. She didn't know if it was anxiety or adrenaline, but it didn't exactly matter to her. She didn't quite care if she was in the Medbay for a bullet wound rather than just a few burns, because all she could think about was Rhodey.

Rhodey who might be dead. Rhodey who had crashed against the ground. Rhodey who had possibly sacrificed himself to save her. Rhodey who always knew what to say and how to make her feel okay, even when nothing was.

And all she could think about was Tony.

Tony who had had to pull her away from the cracked War Machine armor after she wouldn't let go of him. Tony who had almost been hit just like Rhodey had. Tony who had kept calm even when he was surrounded by guns to make sure that she was okay in the middle of a kidnapping that she'd walked straight into.

Nothing else made sense other than; _Is Rhodey okay?_ and _Where is Tony?_

She felt like her vision finally cleared when she heard her father's uneven heart. Her head swung up as she listened, blinking as she realized he was talking to someone a few doors down.

"...don't want to hear it, Romanoff," she heard Tony say, his voice low and filled with quaking anger, "You made your decision."

"She's a person too, Stark. She wanted to be ready."

"Did you even try and stop her?"

"By doing what? Telling her no? Learning to fight was the next best thing."

"No. Keeping her safe would've been," Tony bit, and by the sound of footsteps, he must have stormed off. Her stomach churned, not wanting to think about what had been the subject of the conversation. But deep down. She knew.

Dr. Banner stood beside Penny, writing something down on his clipboard hurriedly, "We're going to have to keep an eye on your burns. Radiation exposure can be dangerous, so we'll--"

"I don't think the radiation will be a problem," Tony interrupted as he stepped through the door. Her heart froze as she stared down at the bright red and blue suit clutched in his hand. He knew. And he didn't like it, "That's what you said, wasn't it? Radiation just flushes through your system."

Her heart skipped a beat. She gaped at him, but quickly closed her mouth. Penny had never been a good liar, and in her panicked, foggy state, she could do little but try to calm herself. She was unsuccessful in calming herself from Tony's biting words.

"Tony," the scientist started cautiously, "She's not been doing well. I think she's in--"

Tony ignored Dr. Banner, stepping closer and tossing the suit at her. She caught it without thinking, working on overdrive as she snatched it out of the air with inhuman-like dexterity.

"I..."

"Lied," Tony cut across, his voice a dangerous whisper, "You hacked my AI. You snuck out of the tower, _repeatedly._ You've been hurt and shot and you didn't tell me or _anyone._ What else haven't you told me? About your powers? About you? Why _did_ you run off and disappear in Washington? What was so dangerous that you left your school to go and get trapped in the Damage Control Deep Storage Vault, _Spidey_?"

Penny swallowed, staring at her father, feeling what she had felt earlier. This wasn't Tony, this was Tony Stark. And yet...it was Tony. This was her dad. And he was mad. His anger was soft, cold and whispered, but her heart had never beat faster in her life. She'd never wished so badly to curl up into a ball under her bed, to let the world disappear. She'd disappointed him and she'd hurt him and now he was mad.

But she was mad too. She was mad she was always stuck in the tower. She was mad she wasn't ever allowed to do anything or go anywhere or have some semblance of a being normal human being. And she was mad, not because she was, but because stress pounded against her skull and her heart attempted to beat its way through her ribs. Nothing felt okay. Nothing had felt okay for a while.

So Penny shifted. Her shock disappeared, replaced by anger, guilt, and the overwhelming want--the _need--_ for everything to be okay paired with the knowledge that it wasn't going to be. Nobody had told her if Rhodey was okay. Nobody had told her that Tony was okay until he'd come barging through the door. Did no one care to at least let her know?

"Why do you even care? You're never around anyway," she muttered, bitter and spiteful.

Tony didn't flinch, "I'm never around, huh? I don't care? Well, excuse me if I have to leave to try and keep the world spinning, or because a _certain group_ has threatened you again."

"I don't need you to protect me all the time!"

"Because you can lift a bus? Because you think you're some kind of invincible _teenager_ who sneaks out _knowing_ that the UN wants to arrest you. _Knowing_ that there is a whole terrorist organization out for your blood. And you leave the tower anyway, using your powers as a party trick."

"They're not a party trick!" she protested heatedly. _She_ wasn't a party trick.

"But you still went to that party. You ditched Happy and left your trackers and went to a party and got _drunk_ apparently. How long were you lying about doing that little stunt? You can definitely keep a secret longer than I thought. Though you're a _terrible_ liar."

Penny didn't say anything, the doubts the worries and the fears all unfolding before her. She'd tried so, _so_ hard to be exactly what Tony expected of her. Of what everyone expected of her. She was smart in her classes. She was well behaved. She tried to be what Tony had been at her age; a prodigy. Even though she wasn't.

The few secrets she'd held close to her chest--some locked deep and hidden, never to see the light of day--had been the last of what felt like her life, before it had completely crumbled. Spider-Woman was the only thing that let her know she was important, that she was okay. If she could save other people, if she could make sure that others were okay, surely she must be okay too.

"Was it a dare? Or did you make that idiotic decision on your own? To get kidnapped and Happy hurt and Rhodey paralyzed and everyone else worried out of their minds." Her breath caught. _Paralyzed._ "Do you think that you can do this all on your own? That some radiation and spider experimentation means that you can do whatever you want, willy nilly?"

"I don't--"

"No, this is where you zip it, all right? The adult is talking. What if somebody had died tonight? What if Rhodey had? What if Phoenix had taken the weapons they'd wanted? Because I can assure you that they don't want them to make sure everyone holds hands. Different story, right? ‘Cause that’s on you. And if you died, that's on me," he paused, but she didn't notice the fear and the guilt, as though he were reliving the moment he spoke of. All she could think of was what she'd done. And about what she hadn't done, "I'm still waiting on the why. Why leave? Why lie? Why trust Natasha and not me?"

"I didn't tell her," Penny muttered, "She found out."

"And then you swore her to secrecy. You made her promise not to tell me, because...? Because you don't trust me? Is there anything that can make me trustworthy in your eyes? What the _hell_ do you need, Penny!?"

"I need for my life to be normal again!" she spat, not even noticing as she sprung up onto her feet, her eyes watering as she yelled, "I need to not be a celebrity! I need to see my friends and feel free in my own home without people breathing down my neck all the time! I need my dad to be here when I feel like I'm dying or losing my mind, like May and Ben always used to!!!" Her voice broke, "I wish I was just a _Parker_ again! I wish I wasn't your daughter!!!"

Tony flinched. Tears slipped down her cheeks. They stared at each other, tense silence that stretched in thick tension between them. A storm ready to break.

She'd already broken.

Without a word, the man stalked over to her. He didn't make eye contact with her, didn't say anything. He didn't even look at her. He brushed past Penny, grabbing the bright red suit sprawled on the hospital bed.

She didn't watch him as he did, staring straight ahead at the offending wall, her breaths gasping. She couldn't think. All she could feel was regret. Her hands trembled with it, her legs shaking in fear at her own words.

Her father walked past her again, the suit clutched in an angry fist. He left.

A sob tore from her throat.

* * *

Tony paced around the conference room, alternating from staring straight ahead to glaring at the red suit he'd dropped on the table carelessly. The mask felt like it bore holes into his chest, judging and hateful.

_I wish I was just a Parker again!_

Penny was ripped from his arms, gas choking his throat and destroying his heart. A part of him gone. Taken.

_I wish I wasn't your daughter!!!_

Obie stole the arc reactor from his chest, dooming him to die. And, really, wouldn't it be better that way? Penny was gone and soon he would be too.

Tony stopped pacing, gripping onto the back of a chair, his knuckles white. His heartbeat uneven. He stared at the mask of the suit.

Penny didn't want anything to do with him. Penny didn't love him. Penny didn't even _like_ him. He felt like he was going to collapse, and he honestly might. Staving off panic attacks had become a talent of his, but nothing had ever prepared him for this.

It had been a fear when he'd first had Penny. The month he'd spent preparing for her--painting her nursery, buying every cute little duckie onesie that he could find, and reading every parenting or psychology book he could get his hands on--had been pestered with that fear. That he'd be like Howard. That he'd be exactly what Penny didn't need. Exactly what she resented. But it had tapered away as he'd raised her. The way she'd light up when he picked her up from preschool, or would demand a kiss to her hand because she was a princess returning to her kingdom, her noble steed Platty held in tow. He'd loved her. She'd loved him.

He loved her. She didn't love him.

He started pacing again, lashing away from the narrowed white eyes.

He'd accepted that her first night back with him, but it never felt as real as it did now. Tony had thought that he could be good enough. That he could love her enough that eventually she'd love him too. A family.

_I wish I wasn't your daughter!!!_

He blinked back the tears that danced in his eyes. He wished that he could sleep. A night filled without worry or nightmares. He wished that those few moments he'd stolen with Pepper, or those seconds he'd cherished with Penny, had been frozen in time. Those moments where everything was okay. Where his family was happy. Where he loved them, and where they loved him.

"You called?"

Tony looked up as Williams entered the room, looking tired and harried. His suit, usually so pristine, was slightly ruffled and his glasses askew. The man adjusted them as he stopped in the room.

"Thank you for coming on such short notice," Tony said, shaking the man's hand.

"It's my pleasure, really. It doesn't seem like your mission was easy on you."

_You don't even know the half of it._

"I felt like you'd have a easier time with this information than I would. And I don't feel like dealing with Ross."

"Which would be...?"

Tony nodded at the suit behind him. Williams eyes widened at the sight of it, glancing at him questioningly.

"Spidey's not in the running anymore."

"Is she...dead?"

Tony flinched at the thought, "No. The, uh--the details aren't very important, but I took the suit back. Since the UN's been wanting her to step down, I thought the proof of her suit might help convince them."

Williams reached out, pinching the arm of the suit, clearly examining the fabric with hungry interest. After a moment, he cleared his throat, packing it up into a suitcase, folding it neatly.

"Thank you, Mr. Stark. This is very appreciated, and I'll keep everyone else off of your back as much as I can."

Tony nodded in thanks, and then the ambassador was gone, a friendly wave cast over his shoulder.

The man collapsed into the nearest chair, burying his face into his hands. He didn't like what he'd done, but he was sure of it. Penny wouldn't be being Spider-Woman anymore. She wouldn't be risking her life or doing anything dangerous. Even though she hated it, she'd be safe in the tower. She had to be. Even if she hated him for it for the rest of her life. He had to protect her.

But there was so much to protect her from. People on the street. Robbers and murderers who she purposefully ran towards, not a lick of self preservation in sight. A government that wanted her arrested. Terrorists who wanted to take her, though what for he didn't know if he'd ever find out. And now May Parker.

He couldn't even focus on the insanity of it all. Parker was part of Phoenix.

Tony was pretty confident that she hadn't been before, so he had to assume that they had broken her out of prison and faked her death. Though why, he couldn't be sure of. It couldn't be information. Even if Parker had known that Penny was Spider-Woman, she didn't have much to offer, and from the fact that they had demanded her name from him, she definitely hadn't.

He sighed, rubbing his forehead, "Update on Rhodes, Friday."

"He is currently awake. Doctors have concluded that he is paralyzed from the waist down and likely will not be able to walk again, even with the help of a walker."

"I'll make something a hell of a lot better than a walker."

* * *

Thomas stared into space, a thoughtful look permanently etched into his features, and it was driving her insane.

May Parker knew she hadn't been part of Phoenix long, she knew that she didn't have much leverage, but she had been promised one outcome from all this madness, and that had been Penny. Penny who had been taken from the barn, scooped up and stolen by Stark. Penny who was back in Stark Tower, far from her reach. Penny who wasn't safe, not with the man who unjustly called himself her father.

She thought this would be her chance. That they'd take what they want--the weapons, the secrets, all of it--and that Stark would be put out of commission. Williams had guaranteed her as much. Had guaranteed that Penny would be safe with her again. Yet all they had to show for their efforts was the loss of weapons and soldiers, and a name that had come up to be fake.

Stark wouldn't even give up Spider-Woman to 'save' Penny. What else would he not trade for her?

The only thing truly gained, was the bright red suit that the man held in his hands as he sat as his desk. He thumbed over the eyes of the mask as she walked closer.

"Mrs. Parker," he greeted softly, "Good to see you made it through the mission. Not every new recruit makes it through their first encounter with the Avengers."

"First?" May repeated, "I thought that was supposed to be it. The _only_ one. And then I'd have Penny back."

"I know you think everything fell apart, but I can assure you the plan will still work."

"I don't even know what the plan is! And everything did fall apart! The one thing you said you absolutely _needed_ was Spider-Woman's name, and Stark gave us a fake. A dupe."

"But he gave me the suit."

"He gave Ambassador Williams the suit. He didn't give Phoenix a name."

"He as good as did," Williams responded. She squinted at him.

"What? Do you think the suit will have her name on the tag?"

"Think about it," the man encouraged, "Why give up the suit? Why not involve Spider-Woman more, or alert the UN that she's being targeted? It would garner some sympathy for her, if nothing else. Instead he gave me the suit and said that she wasn't active anymore."

"Maybe it's a front."

"That's a lot of effort to put into a stranger after his best friend's been shot of the sky and his daughter recently kidnapped. He found Spider-Woman stepping down important enough to call and tell me personally while dealing with all of this. Ergo, Spider-Woman is important to him."

"Okay, and?"

"Where did Toomes say he was finding resistance against his weapons deals? Recently."

"Manhattan," she answered instantly, "And Harlem."

"So Spidey's been avoiding Queens, her usual territory, in favor of patrolling around Stark Tower. And how recent is this?"

May didn't exactly like where this was going, "A couple of months."

"The same time that Penny was taken from you."

"What are you saying?"

"I do believe your niece is our favorite wall-crawler."

**Notes for the Chapter:**

> :0


	43. And the Dam Overflows

**Notes for the Chapter:**

> the AMOUNT OF TIMES!!! I REWROTE!!! THIS FUCKING CHAPTER!!! I HOPE IT AT LEAST TURNED OUT GOOD JESUS CHRIST BRO

"Give me the success rate on this model."

Tony waited as his AI did as he asked, peering critically at the 3D holographic design in front of him, fitted to a projected mannequin. The gears were slimmer than before, more powerful. This one had to work. It _had_ to. But his hopes were squandered.

"I calculate a 68% success rate. 5% less than the last model," Friday projected, "Sir, I believe it is time to take a break. You didn't sleep for two days before you left to rescue Ms. Stark. I believe the stress is getting to you."

"I'm fine," he muttered, rubbing a stressed hand against his eyes, "Rhodey needs braces, and nobody out there has anything advanced enough for him."

"Colonel Rhodes is on bedrest for more than a week, sir. You have plenty of time to--"

"No. It needs to be perfect! It has to go through testing and procedures and--and _everything else."_

_"'Everything else'_ can wait a few hours," Friday continued to persuade, "You have worked continuously for sixteen hours and forty-two minutes, and Ms. Potts is requesting you take a break."

"Like she's taken a break," Tony muttered, sure that his fiancee had been deeply preoccupied with keeping everything that had just happened under wraps. NDAs for the Thompsons, quelling rumors of why a medical helicopter had landed at the compound, defending his very name for no good reason. He didn't deserve her help.

"She did, a few hours ago. Ms. Potts took a thirty minute nap and then made Miss Stark breakfast."

"Did she eat it?"

"No, sir."

Tony glared up at that, frowning. It was almost lunch. He then realized with horror then that he didn't know the last time she'd eaten. Who knew when her kidnappers had last fed her. He shot up from his seat.

"Why didn't you tell me?"

"Protocol 'Fussy Baby Bottle' requires two skipped mealtimes to be activated."

"Change it to one."

"Of course, sir," his AI responded faithfully, "Am I to assume you will be taking Miss Stark her lunch?"

Tony hesitated, glancing at the door to his lab with something like fear. Penny didn't want to see him, not now and probably not ever, "Where's Pepper?"

"Currently at the compound."

"Wanda?"

"Recovering in the Medbay. She took a hit to her legs and has been ordered to two days of bedrest."

Tony blinked, grabbing the back of a nearby chair and gripping it tightly. He was a coward, he knew he was, but he couldn't...he wasn't strong enough. He wasn't strong enough to face his daughter. His daughter who he'd yelled at and berated mercilessly. Who had been hurt and scared for three days straight. Who had blinked away tears when he'd thrown the suit at her and broken her down. Accused her.

"Can you tell Penny to go eat something?" he requested with a regretful swallow. Friday agreed her confirmation.

After about a minute, the AI said, "She has not responded to the request, sir."

"Is she unconscious!?"

"No, sir."

He let out a sigh of relief. Well, he guessed it was time to be the dad. Even if he wasn't a good one, one that she wanted or needed, he still had to try.

With a mournful glance at his failed pile of work, he stepped out of the lab, taking the elevator up to his floor. The doors slid open, revealing the stale darkness of his home.

Pale gray, casted by the cloud-covered sky, shone dully through the window, but they weren't what made the room feel dark. Regret hung in the air like a palpable stink that wouldn't go away, seeping into the lights, the furniture, and him. This wasn't home. Home was Pepper's honey hair, the sound of her laugh ringing forever in his ears. Forever around the halls. Home was Rhodey, soft and encouraging, a witty joke always on his lips. Moments he would never forget a ghost in his ears. But this...this wasn't home. At least, it didn't feel like it.

He blinked, staring around the room in apprehension. Was this how Penny had been feeling her whole time here? No familiarity, no comfort?

No love?

Tony shook his head, willing the thoughts to be shaken away. He stepped into the kitchen, beginning to prepare a lunch for Penny. Did she have an advanced metabolism? Her powers were remarkably similar to Steve's, so she must. He'd have to ask.

He paused. Penny probably wouldn't answer. Why would she? He'd done what he'd promised to never do. He'd yelled, he'd fought, he'd blamed, and he hadn't even given her the chance to fight back. All he'd done was accuse. All he'd done was hurt. All he'd done was _break._ Break his promise and break his kid.

As a precaution, he decided to make five sandwiches, hoping that that would be enough for his superteen. He opened the fridge to grab the jam, but paused.

"Penny doesn't like jam," he muttered to himself, closing the fridge and looking around, "Only peanut butter and honey... With the crust cut off."

He made the sandwiches the way he remembered, feeling like an imposter as he did something so father-like. Cutting off the crust of the sandwiches, despite being as mundane and tedious as you could get, didn't feel like something he was deigned to do. He hadn't taken or picked up Penny from her first day of school. He hadn't been there for her first _or_ last lost tooth. He hadn't been there for childish nightmares or wildly fantastical dreams. He'd done nothing. _Nothing_ but put her down and lose her.

Nothing but be exactly like his own father, everything he hadn't wanted to be. How many times had Tony resented him for the blame he passed? For the way he'd never let him defend himself. For the way he'd yelled and berated and always expected Tony to give so much but had given so little back himself? That's what Tony had turned into.

Tiredly, Tony placed the last sandwich on the plate and headed towards Penny's room. Every step was his worst fear. His greatest anxiety. The door was a monolith, containing the unknown. The frightening. What if Penny turned him away again? What then? What would he do? He'd still take care of her, there was no question in his mind, but when he'd wanted out of his own house, he'd left. The hoodie he wore now, the bold letters 'MIT' emblazoned on the front were proof of that. What if she left like he had?

Maybe it would be better. She'd get to be herself without his controlling hand, without the lack of love. Maybe she'd find her Rhodey, who would be her actual family, one that would support her in the ways he hadn't supported her. Maybe it would be better. For her.

Words couldn't describe the pain that bloomed in his chest at the thought of her leaving. More painful than the arc reactor had ever been.

With a deep breath, he knocked on the door.

"Penny?" he called, his voice uncharacteristically small. There was no answer, "I brought you some food. Uh, lunch. And I hate to be the asshole, but I've gotta come in and give it to you. We're not going through what happened last time again."

He glanced up at the ceiling for an answer when not even a sound reached his ears.

"It is okay to go in, sir," Friday relayed. Tony took a step through the door, an intruder.

Much like the main room, Penny's bedroom had lost its color. Its life, though nothing intrinsically had changed about the room. The blue walls were still the same blue, but instead of soft and calming, they were pale and lifeless. The windows stretching across the wall didn't show the beautiful New York skyline, bright and teeming with life, they showed the world that Penny wasn't allowed to explore. A temptation.

Penny herself lay in her bed, her knees curled up to her chest and boring a hole into the wall. The covers she was coiled on were rumpled and strewn about under her. He frowned. Even from where he stood he could see the way goosebumps littered her skin, the way her toes were turning blue, not even a hoodie or a blanket pulled over her at the seeping November chill.

The cats lay at her feet, Duchess curled up and purring softly. The cat picked her head up as he opened the door, blinking at him slowly with her one eye. The kittens, now about half the size of their mother, were much more rambunctious, nipping at Penny in a futile attempt to get her to play with them. Batman and Robin stopped when they saw Tony, however, jumping down off the bed and sprinting to him, clearly hoping that he'd wave around some toy for them to bat at.

"Hey, kiddo," he greeted, padding over to her, the kittens following him all the way. She didn't move a muscle at his greeting, just stared stonily at the wall. Hesitantly, Tony placed the plate on the bed, and after another moment, sat down on the edge as far as he could justify, "I've got some peanut butter and honey's. No crust." Not even a mumble of recognition. The only indication that she was awake was given by the clench of her fists, balling up around the fabric of her sheets, "I know you don't want to see me right now...or _ever..._ but you have to eat, kiddo. Please?"

A sniffle, barely contained and purposefully caught in her throat, followed by a tremble in her shoulders. She began to cry. Tony's heart clenched at her muffled sobs, watching with wide eyes as she curled into a tighter ball away from him. He reached out, ready to place a comforting touch on her shoulder, but hesitated. He snatched his hand back, instead placing it on the bed and anxiously entwining his fingers with the fabric.

"Hey, hey, hey," he tried to soothe, "It's okay. It's okay, honey. Just--you need to tell me what's wrong. Is it your shoulder? Or--"

"Why?" Penny sniffled around tears, still not turning to look at him. He blinked.

"What do you mean, 'why?' Why what?"

"I just--ah, I was--I was-I was... I don't--I don't und-under--" her words were lost to spluttered cries and whimpered hiccups, and he was reminded just how young she was. Practically a baby. After a moment of turmoil, he reached out and stroked her hair. Tony let out a breath he hadn't known he'd been holding when she leaned into his hand unconsciously.

"It's okay. Take a deep breath and calm down. You're okay, you're okay..."

She dragged in a wheezing breath, taking a moment to sit up and lean against her pillows, though she still didn't look at him, "I don't--why are you-why do you still care?" He flinched, "You-you were right! I-I lied. And all of-all of this is on me! It's my fault Rhodey can't--it's my fault he can't _walk."_

Tony shut his eyes for a second, disgusted with himself. What had he thought would happen? He'd yelled at her while she was injured and recovering from a kidnapping. He'd told her she hadn't been careful enough, that it had been her fault. He'd been too focused on Spider-Woman, not on Penny Stark. He'd hurt her, and with as much damage as he did, he shouldn't be even the slightest bit surprised that she thought he didn't love her.

"No... No, no, no. This--this isn't your fault, Panda. I was... I was _wrong_ when I said that. Really wrong. I shouldn't have yelled, and I should've given you a chance to defend yourself. I was being an asshole, and not only that, it's _my_ job to protect _you,_ not the other way around. And that extends to Rhodey too. He loves you, and if you asked him, I'm sure he'd gladly tell you that he'd do it again. And I would too. Because I love you, _so much."_

"But--"

"There are not but's on that," he interjected. She shook her head, interrupting him as her voice rose with panic.

"I killed Ben. It's my fault he's dead! And May too! Everyone I love dies!!! It's my fault Rhodey's hurt and I can't lose him and I can't--I can't lose you too. _Please..."_

Tony's heart skipped a beat at the implication. Gently, he cupped her cheek, wiping away a tear. She blinked in confusion at the touch, her eyelashes fluttering as she looked up at him.

"I'm not going anywhere. And Rhodey's okay. He'll be up and about in a week, telling you stories about dumb shit I did in college, I promise."

"You can't promise _any_ of that," she cried, "You're an Avenger. You get hurt all the time."

Tony sighed, not sure of what to say, "I know... I know it's scary, but you're never going to be left alone. There'll always be someone looking after you, someone who loves you a lot. I can promise you that."

"It's not the same."

"I know. I know it's not. And I'm sorry. And I'm also sorry that I don't know what else to offer you."

She sniffled, "It's okay."

She was too forgiving. It hurt, somehow, how easily she gave in. He didn't deserve to be forgiven, not after everything he'd done. Everything he'd caused.

"No. It's not," he mumbled, "But what's less okay is your belief you're the next harbinger of doom. This is _not_ your fault. Ben and May aren't your fault either. You are a kid, it is an adult's job to protect you. That's how all of this works."

"But I have powers! I had powers when--when Ben died! And I just _froze_ and didn't save him and--and what if I do that to you too?"

Every parenting book he'd read had never prepared him for this. This fear, this guilt, all belonging to his kid. He'd never wanted this for her, _any_ of this.

"Now really listen to me when I say this. Please. There is _nothing,_ I repeat, _nothing,_ that could make me not love you anymore, to not want to protect you anymore. Maybe...maybe someday you won't be able to save me, but as long as you're okay, I'll be okay. Because I love you, and all I want is for you to be safe. And _happy._ "

Penny whispered, her voice desperate, "Even though I'm a mutant?"

"...Even then."

She looked down, ripping free of his hand in the process hugging her legs to her chest and breaking his heart in the process.

"Is...is that why you didn't tell me? Did you--did you think I wouldn't want anything to do with you?" Penny didn't answer, shrugging and refusing to look at him. It was all the answer he needed, _"Oh, honey."_

Silent tears still ran down her cheeks, streaming down in the constant babble of a river. He himself had to blink down a silent cry, struggling between breaking down tears and not putting up his usual cold exterior that he rose whenever the dam of regrets and guilt rose, ready to overflow. She'd thought he would hate her. She'd thought that he would--what? Kick her out? Never talk to her again? All because she was different?

He swallowed, shuffling closer into the middle of the bed hesitantly. He didn't know if she wanted comfort, she surely hadn't wanted anything to do with him earlier, but Tony had never been one for giving up on fixing things. And this--the tears and the doubt and the guilt she didn't deserve to carry--needed fixing.

"Can I hug you?" he asked. Penny glanced up at him in wide eyed confusion.

She shook her head frantically, her voice trembling as she answered, "No. No--I'm dangerous, Tony. You shouldn't--"

_That_ was all the permission he needed.

Without another word, he wrapped her in a hug. Her reaction was immediate, slumping into his arms in such apparent relief that he barely managed to hold himself together. He rubbed her back in soothing circles, wishing that there was something he could do to stem the crying. To make her happy again. Like she'd been with the Parker's.

He threw the doubts out of his mind. For the time being.

"You're my kid," he started simply, "You're my kid, and I love you, and I don't care how 'dangerous' you think you are. You deserve a hug when you need one. And I'd be really sad if I didn't get one of your amazing bear hugs ever again."

Penny hugged him back, her fingers gripping his hoodie with a desperate ferocity. Her nose rested softly on his shoulder, and he eased his head onto hers, stroking her hair as he did.

"I'm sorry I didn't tell you," Penny whispered, "I just didn't want to stop being Spider-Woman."

He paused, closing his eyes in bitterness. But he'd already made his decision, both to Williams and himself, and he wasn't taking it back, "You're not going to be."

He felt Penny freeze for a sharp moment before she shot her head up to look at him, "But--"

"No. Absolutely not. Superpowered or not, you're not going down that path."

"But you're a superhero!"

"This isn't a game, Pen," he explained as calmly as he could. They didn't need another argument. Another reason for the two to blow up at each other, "You could get hurt. You could _die._ And even if you didn't--you can't unsee what being a superhero does to you."

Penny glowered, but something in her eyes understood. Not agreed--it was easy to tell she was furious, what with the way her brows furrowed and her posture was stiff--but more about the horrors and regret of being a superhero. He hated to think she'd even seen the tip of the iceberg for the unknown downsides to being a superhero. Even that was too much. But she'd seen people kill themselves at the Expo, and New York was a dangerous place. By this point, he was sure she knew just how awful the world could be.

"I know that," she muttered, breaking away from his arms and huddling in on herself on the bed, "I didn't become a hero just for fun. I already told you why I did."

He blinked, thinking back to the conversation on a sunny rooftop nearly three months ago. One where an unknown young woman had won his respect with her gentle words, tired and worn despite her age. They'd been filled with regret, fear about losing people and guilt after people already lost. But then he'd thought she was maybe nineteen. College aged. _At least_ an adult. Not a kid. Not _his_ kid.

"It's still a no. That's non-negotiable."

"You can't stop me when I'm an adult."

"I can certainly try. And I'm usually good on my word. Now, please eat your food." Penny looked away, but begrudgingly grabbed a sandwich, nibbling on it. Satisfied that she was at least eating, and knowing that he was overstaying his welcome on her privacy, he stood up to leave, "Come get me when you need me. I know you're mad, but I'm still here to help."

Penny didn't respond, and so, feeling as though absolutely nothing had been accomplished, he left. He didn't notice the way she stared at him, the same longing and fear reflected in her eyes. Much too similar to his own.

* * *

The world was hot. So hot and trapping. It weighed down at her skin, tearing and melting and ripping her apart as she dripped like a flickering candle. She tried to scream at the blinding pain, but her voice didn't come. It was gone, silenced by a gag in her throat, thick and cutting into her cheeks. Penny reached up to rip it off her face, unbearably trapped by the restraint, but her hands never made it. When she looked down, it was to find that her arms were lost in a sea of chains, cold to the touch, so suddenly different from the heat they burned.

She was trapped. She was gone. She was back in the barn, cold and alone and so stupidly helpless. Waiting. Waiting. And waiting.

It lasted an eternity and only a second, and suddenly the chains were no longer bitterly cold against her. They were hot, burning, melting. They turned into glowing embers against her skin--and again she opened her mouth to scream only for nothing to come out--morphing from red hot metal into a sickeningly warm and familiar liquid.

Red and sticky against her skin, her ankles were tied down by the Red Sea, which refused to part for her, instead sucking at her feet and arms, slithering up her legs. It was everywhere. Clinging, caught in her hair and splattered onto her face. All she saw was bathed in a red haze. It was only broken by a beam of familiar blue.

Penny turned, searching for the only light she could find, reaching out an arm on instinct. She pulled it back immediately.

Pepper was the first she saw. Her red hair mixing in a gentle flow with the red. Her face was gaunt, pale and unmoving. Beside her she saw Rhodey, his entire lower body was gone, dissolved, taken, and lost to the violence. The violence she'd caused.

Everywhere she turned in search of the light was a new body. Happy. Natasha. Bucky. Steve. Sam. May. _Ben._

Tears ran down her cheek, mixing with the red stained to her face. The light. Where was the light? Swiveling in fear propelled confusion, she twisted in an attempt to find her way out of this horror. The light, suddenly in front of her and not far at all, caught her attention and she attempted to stumble over, forcing her way through the angry red waves, but stopped again in another ripple of horror shooting up her spine.

Floating, dead and unmoving in the blood, was Tony. He was pale, his hair soaked and his head turned as though sleeping. But he wasn't. He was dead. He was gone.

"Tony," she whispered, making to run forward, but her whole body was still weighed down. Trapped. She screamed, "Tony! TONY, NO!!"

Penny bolted up in bed, throwing the covers off herself in a panic, the scream produced in her dream bursting through her lips. She immediately covered her mouth with her hands, taking in a shuddering breath. She closed her eyes, looking up and trying to control herself as she broke down.

Every breath came as a shudder, a tear slipping out with every tremble. Her teeth chattered in fear, and nothing could stop the way her whole body shook. She squeezed her eyes shut as the image of Tony, dead, popped back into her mind. Rhodey, no legs. Pepper, red hair mixing with the blood. Gone. They were gone.

At the thought, she allowed herself to listen, searching for Tony and Pepper's heartbeats in the room over. They were faint, slow and steady with sleep. At least, Pepper's was. She wasn't sure if Tony was awake or if his irregular heartbeat was distracting her, or if the purring of the cats bundled in their room was messing with her too. In her shocked, terrified state, she didn't try to figure it out. She did hope she hadn't woken him up with her scream though. But by the fact that her father had yet to come barging into her room, footsteps pounding in time with her heart, she guessed she was in the clear.

There was, however, the issue of Friday.

"Penny, I am required to wake Mr. Stark if you do not calm down." Penny only hugged herself tighter at the mention of her father, forcing in deep breaths. It wasn't going very well, every breath a thin stream, like she was breathing through a straw, her entire body shaking with the effort of holding back sobs, "Penny--"

"I heard you, I heard you!" she insisted, taking in rattling breath, "Just--give me a moment. I'll be... I'll be fine."

As if to prove herself, she swung her legs over the side of the bed, stumbling out of the sheets and pile of pillows that had been disturbed and thrown to the ground in her earlier haste, wincing at the pain in her ankle. She was stocked by static as she stepped onto the carpet, still clutching her arms to herself in some sick imitation of a hug. She was so alone. She was so tired and she missed Tony and she felt so alone it hurt. Her mind buzzed, an itchiness in her veins.

Sure that all she needed was a cup of water, or even a mug of steaming tea like Bucky had made her in Italy, she shuffled over to the door, trying to quiet her sniffles and cries as she tiptoed out of her room. Every sound was an explosion against her ears, and she wasn't sure if the fading panic was causing a sensory overload or if the blanketed silence of the night had deemed itself impenetrable.

Penny limped her way through the hallway and into the kitchen, filling and turning on the kettle. She waited for it to boil, staring straight ahead out the window on the far side of the other wall. Her thoughts wandered, and she couldn't stop flashing back to her nightmare. Red. Hot. Darkness, broken by one blue light and the silence broken by her own terrified screams.

She blinked rapidly, shaking the thoughts away, once again searching for the couple's heartbeats. The thought calmed her down just as much as the sound of their hearts thrumming gently did. But she still took in a deep, rattling breath, at the knowledge that she couldn't assure herself of Rhodey.

Logically, she knew that he was fine. That he wasn't dead, that he still had his legs, even if he couldn't _walk._ So 'fine' was a strong word, but he was alive. And that was something. But nothing could stop the thrumming of her chest or the shaking of her hands that she pressed underneath her armpits in an attempt to stop them.

"Friday?"

"Yes, Penny?"

"Where's, um, Rhodey right now?"

"Colonel Rhodes is currently resting in the Medbay at the Avengers Compound," the AI answered. She bit her lip.

"Is there any way I can go see him?"

"You are not permitted to leave the tower by yourself or without permission, but you may ask Mr. Stark or Ms. Potts to take you."

Penny glanced over to the hall where the couple was sleeping, thinking about it for a split second. She pushed the thought out of her mind immediately and violently. She wasn't going to disturb her parents.

She blinked at the thought, surprised at herself. She'd never thought of them as her parents before. Tony, sure, she'd thought of as her father, but that was more technical than anything.

Refusing to break down her thoughts any farther, she shook her head. She still needed to see Rhodey.

The teenager glanced at the ceiling.

_I hope I got enough of Tony's genius for this one._

* * *

The gates of the compound opened up slowly, and Penny commended herself that it had gone this well so far.

Breaking through Friday's code had been harder than usual, but not impossible. And, thankfully, it had been much less hard to program a car to take her to the compound. Penny had sighed when she'd remembered that Tony's cars could drive themselves. She'd only ever driven in parking lots. She didn't need to freak Tony out by getting in a car crash.

The sleek gray car crept through the driveway of the Avengers Compound. She dipped down in her seat as it made its way past security guards. The windows were tinted but it didn't make her any less terrified. She bundled her hoodie closer to her chest, still cold somehow despite the car heater. Or it could be how hard her heart beat against her ribs, making her wonder if it was a bad idea. She pushed that thought aside.

_Of course_ it was a bad idea! It was a terrible idea. Absolutely horrible. But she needed to make sure Rhodey was okay, and then she'd rush into the car and speed back to the tower. It was only one in the morning. She had plenty of time.

The car pulled up into the garage, shielding her from the view of any peering eyes that were guarding the building. Penny slipped out of the door, shivering at the cold, and headed to the nearest door.

"Which way, Friday?" she whispered, opening the door.

Friday matched her volume, "There is an elevator to your left. It will take you to the third floor. I will direct you from there."

Penny thanked her quietly, following the AI's instructions and stepping into the elevator. She suddenly wished she'd taken the time to put on more than her pajamas. Being inside definitely helped, but she was still cold.

The elevator doors slid open, and Friday led her the rest of the way to the Medbay. To Rhodey.

She managed to not get notice, dodging out of the way and onto the ceiling once when someone stepped down the hallway. Thankfully, they were too busy with their clipboard to notice her. So, with no trouble at all, she found herself in front of Rhodey's door in no time.

Taking a deep breath, she pressed the door open.

A lamp was flicked on by Rhodey's bed, a book held limply in his hands and his head turned to the side. Clearly he'd fallen asleep while reading. Penny glanced behind her, biting her lip nervously. She clicked the door shut behind her and padded over.

Realistically, she knew she should go back to the tower, that she'd done what she'd come to do. Rhodey was alright, she could hear his heartbeat and see the way his chest rose and fell with each deep, restful breath. But as she crept farther into the room, a burst of calm and and droopiness enveloped her like a blanket.

Penny dropped into the chair propped next to Rhodey's bed, studying the man's face in the darkness. He looked so peaceful, so calm. It was hard to imagine that he'd dropped from the sky, splitting the ground into a spiderweb of cracks, only a day ago. But she didn't have to imagine. She remembered what it had been like. The fear that had lodged itself in her chest and hadn't let go. It loosened now that she was finally able to see her uncle.

She blinked in surprise. That was the second time in one night. And she didn't understand. Nothing made sense in her mind. Did she love Rhodey? Tony? And Pepper? Maybe? She still wasn't sure, and it gnawed at her. What was she supposed to do? How was she supposed to know? Would it just hit her like a sudden burst of knowing love, or was she doomed to walk this uncertain road for years? Unsure, doubting and tired.

Rhodey shifted, his head turning slightly. She froze, but when he didn't wake up, she leaned over and rested her arms on the bed, leaning her head on her hand.

Or maybe it was soft, like waves lapping against the shore, gentle, and unsure of which way the tide was going, but still there, one way or another. And maybe--maybe that was okay.

And with that assurance, her eyes slid shut.

**Notes for the Chapter:**

> :o
> 
> also i have a new penny parker story out if you're bored and you havent seen it already :)


	44. Heart on Fire

**Notes for the Chapter:**

> i am so sorry it took so long. this chapter was my weakness--meaningful conversations!! >:((((

Penny couldn't pinpoint the exact moment the world came to awareness around her. All she knew was that one moment there was nothing but interlapping waves of love and anxiety swirling in the darkness of sleep, and the next her ears were filled with a static voice and a soft hand in her hair, wading in time with a beeping heart monitor.

"--she's alright, Tones," she heard Rhodey say. Penny furrowed her brows from where she was still pretending to be sleeping, confused. "Friday confirmed; no injuries, nothing to suggest she's in pain. I'm pretty sure she just panicked."

Panicked? Panicked about what?

It hit her like a truck.

She'd fallen asleep. In the compound. In the middle of the night after leaving the tower unsupervised because of a stupid nightmare. _Shit._

Her heart started to beat faster immediately, a lump forming in her throat. Tony was going to be _so_ mad. He'd already taken the suit and she didn't even know about her position on going back to school. She was supposed to be earning back his trust! Being the good kid that she'd already failed to be. And yet she'd forgotten to go back home. She was terrified, to say the least.

"I'm just glad she's okay," Tony mumbled, his voice slightly warped, probably on a call. Penny was glad that her face was buried in her arms so that no one could see her shock. She'd expected...something else. Something different than a soft voice and a worried tone, "What about you? How are you holding up?"

The hand in her hair shifted, and she assumed Rhodey had just shrugged, "I'm doing alright. No pain on the breaks, definitely some phantom feelings, but I'm okay."

"Yeah, and I'm sure the little munchkin racing all over New York to see you helps too."

Rhodey chuckled, "I do feel _very_ important." The hand in her hair gave an affectionate twist. Rhodey's tone suddenly turned serious, "How is she? And why did she come all the way over here anyway?"

"She must have inherited my habit of sneaking out," Tony joked, no humor in his voice, "Yeah, but uh, she's...she's okay. I don't think she likes me as much as she used to, but she's alive at least. So there's that."

"Doesn't seem like a great compromise."

"Yeah, I know. I'm working on it... I'm just not really sure how."

"Talking to her might help."

"Not if every conversation ends in an argument."

"Then don't let it," Rhodey surmised, "What's it about?"

"I'm not letting her be Spider-Woman anymore."

Rhodey paused for a moment, his hand stopping before resuming its curling, "I get it, Tony, but you know that has to be important to her."

"I know. But it's not like... I'm not asking her to give up her powers, or anything, I just want her to be safe. Being a superhero _kinda_ gets in the way of that."

"It could help her."

_"How?"_

"Okay, maybe not beating up an illegal weapons ring, but what Natasha was doing? Training her? That could save her life someday. It probably already did in the barn. And who knows how her powers affect her? Steve has to do _a lot_ of exercise to get all of his energy at manageable levels. Patrolling New York probably does the same for her."

She could practically feel Tony thinking about it even through the screen, mulling over the idea. It wasn't exactly what she wanted--she needed to be out there on the streets, helping people, and using her powers how they were meant to be--but it would be better than nothing. And maybe, _maybe,_ if she could convince Tony that she was strong enough and brave enough--that she could be good enough--he'd let her be Spider-Woman again.

"I'll think about it," her father finally said, "I still need to ask her about her powers specifically."

"You haven't yet?"

"I was...busy."

"Uhuh. Busy being a jackass, I'm sure. Ask her before the day ends, before you chicken out again."

"Fine," Tony responded, a hint of a smile in his voice, "I'll be over soon. Try not to lose her in the meantime, she likes to wander."

"Take your own advice," her godfather retorted playfully, followed by the sound of the call disconnecting. She felt Rhodey shift, the hand wading through her hair stopping and pulling back, a finger poking her cheek teasingly, "I know you're awake, PJ."

Face flushed, she opened her eyes and sat up to look at her godfather, who squinted at her in amusement.

"Sorry," she apologized. Rhodey waved her off.

"I'm not upset, kid. I would've called you out earlier if I was."

"You knew the whole time?"

He nodded, "You're a terrible liar."

She sighed, "I get that a lot."

"I can tell. Now, do you wanna sit over there in that dumb chair, or do you wanna get over here and tell me why you stole Tony's car in the middle of the night just to fall asleep by my bed?"

Smiling a little, Penny stepped out of the chair and crawled onto the bed next to him. The medical beds Tony had were plenty big enough for her to do so with no problems, cuddling up against her uncle with plenty of space to spare. Penny blinked once more as she referred to him as her uncle, but found that it didn't bother her much anymore. It felt as natural as breathing.

"So," Rhodey started, dropping his head onto hers, "What made Uncle Rhodey so important last night?"

She hummed, shrugging, "I don't know. Just missed you."

"As sweet as it is, I think we both know that isn't true."

Penny squeezed her eyes tight, embarrassed as she whispered, "I had a nightmare."

"Oh, PJ," he said, "I'm sorry, sweetie. Those suck, I know, and you don't need to feel embarrassed about them. Anyone would get nightmares after all you've been through."

"I just feel dumb," she mumbled, "My friends say they _used_ to have bad nightmares and stuff, but mine just--they just never went away. And last night... Never mind."

"Nope. What you were about to say definitely seemed important."

She huffed, "It was just...a nightmare about you. And Tony and Pepper."

"What happened in the nightmare?"

Penny blinked back tears, her voice hoarse as she answered, "You were dead."

The hand in her hair tightened the slightest bit, "Oh, kid."

"Is Tony mad?"

"That you left?" She nodded, "I don't know if he has it in him to be mad anymore, PJ. I think he's just relieved that you're okay."

"He said he thought I didn't like him anymore," she mumbled, "I really messed up, Uncle Rhodey. I was really mean to him."

"That's okay. I'm sure Tony was mean back."

"It doesn't make up for what I said."

"Well, if I know Tony--which I do, way too well--I know he's already forgiven you a million times over."

"It was still mean," she muttered. Rhodey sighed.

"Did you apologize?"

"Yes, but--"

"Did you mean it?"

"Yeah... But--"

"Then, congratulations. Tony's not mad. Pepper's glad you're okay. And I'm _very_ excited I've been upgraded to uncle."

"You're a nerd."

A kiss was pressed to her head, "Says the Stark." Penny wiggled in mock disgust, making him chuckle as she did, "There's that smile. I missed it."

"Ugh, you're sappy," Penny protested, sitting up and fixing Rhodey with an amused glare that he returned, "What time is it?"

"7:30."

"Cool." She swung her legs back over the side of the bed, "Is there a way to get breakfast around here?"

Rhodey rolled his eyes, "Ask Friday to take you to the common room. There should be some food in there."

"Okay, cool. I'll be back with breakfast."

Penny left the room, leaving with Rhodey's call of, "I hope you can cook better than your dad!" following her.

Like her uncle had said, Friday led her up to the Avengers Compound common room. It was remarkably similar to the one in the tower, with sleek furniture and multiple fridges and pantries filled to the brim with food for the many Avengers if they happened to stop by or needed to relocate to the compound instead of the tower. She was pretty sure they trained here on the weekends too, which explained why it was all fresh.

Daunted by the amount of food in front of her, she bit her lip trying to figure out what to make. She knew Rhodey didn't like sweet things for breakfast, so she ruled out the frozen pancakes in the freezer. She could definitely make eggs though. The teenager pulled out a carton and a packet of sausages, and after a moment of consideration on her cooking skills, a couple of potatoes. She'd seen Steve cut them thin and put them in the oven once, and they'd been pretty good. It shouldn't be too hard to recreate them.

Penny turned on the oven and a couple of eyes on the oven, praying that she wouldn't burn anything. She couldn't mess up the _smallest_ of things. She just needed to be useful. Just once.

* * *

Most people could easily tell the most frightening moment of their life. Maybe it was when they were in a car accident, or when they left their phone in an amusement park. Or some people couldn't decide because nothing had really happened in their life.

For Tony, he couldn't decide because there'd been _too_ many. Every new terrifying experience wasn't exactly dwarfed by previous events in his life, but it definitely did make it impossible for him to say this was the scariest moment of his life. It did, however, still scare him shitless to wake up and find that Penny was not only not in her bed, not on their floor, but straight up not in the _tower._

_That_ was terrifying.

Tony had flitted in and out of sleep last night, sleeping in odd intervals of sheer overwhelmingness. Every time he'd blinked awake in the dark of his room, he'd thought about tiptoeing out of bed to check on Penny, but he felt himself chained to his bed by his own hesitance. Penny's room was her one space, and he didn't want to take it from her by constantly barging in. Bringing her lunch and apologizing was one thing, checking on her multiple times throughout the night to soothe his own anxiety was another.

But when he woke up, he was sure he should've followed his instinct.

Duchess was the one who dragged him out of bed, scratching at the door and mewling. Not wanting the old cat to wake up his fiancee, he decided then was as good as ever to begin preparing for the day. He stretched as he got out of bed, blinking tiredly as he sat up and walked over, walking out with the cat.

"Y'know, your kittens are better behaved than you. They don't wake me up early in the morning," he said dryly, making his way to the kitchen, "C'mon, kitty kitty. Let's get you some breakfast. Duchess?"

Tony turned around, watching as Duchess pawed at Penny's door. He sighed, walking back over and picking the cat up, holding her against his shoulder as though she were a baby. Duchess mewled, turning her head to stare at the door with her one blue eye.

"She's asleep, Duchess. And she needs it. So we're going to leave her alone, right?" Duchess meowed, "That didn't sound like an agreement. Do you want food, or did you just want to see the kid?"

As if in response, the cat wriggled from his arms and began pawing at Penny's door again. With a roll of his eyes, he reluctantly opened the door for the cat. He didn't think Penny would mind her pet saying good morning. But when he glanced up he realized with horror that no such thing would be happening.

Tony stepped into the room, trying to calm his beating heart. She was probably already awake, he assured himself, in the kitchen eating a bowl of cereal or something. But the sight of the empty bed still sent a shiver down his spine.

"Friday, where's Penny?" he asked, his voice barely above a whisper. He shouldn't be freaking out like this, but so much had happened recently, he just had to _know_ that she was still here.

"At the compound, sir."

He froze.

"Say that again."

"Miss Stark is at the compound, sir. I am very sorry for not alerting you earlier, but Miss Stark put a code in to prevent me from telling you. I've spent most of the night breaking it."

Of course Penny had put another code in his AI. She'd done it before, succeeding in him not finding it for months. He needed to have a talk with her about this, among other things. Like safety.

Tony dashed out of the room, making his way to the elevator and snagging the keys to his fastest car. His suit was too damaged to take to the compound at the moment, so the car would have to do.

"Is she okay?" Tony asked once he'd stepped into the elevator.

"Miss Stark is currently asleep in Colonel Rhodes' medical room."

Well, sneaking off to Rhodey was definitely the best of all the options of why she'd left.

"When did she leave? Why?"

"Miss Stark awoke from a nightmare at 1:42 and requested to see Colonel Rhodes. She left at 2:13 in one of your cars and arrived at the compound with no interference. She then fell asleep in the Medbay."

"A nightmare..." he muttered under his breath. She must have told Friday not to tell him if he hadn't been alerted to it. Part of him didn't know why he was so upset. Why would he assume she'd come to him? He hadn't been very welcoming or reassuring lately. She didn't have a single reason to come to him when she was upset or scared. He wasn't surprised that she'd searched out Rhodey instead.

So, tired, anxious, and a little irritated, he slipped into the hot red car and pulled out of the tower's garage. As he did, he ordered, "Call Rhodey. And leave Pepper a note on where I've gone."

* * *

Tony arrived at the compound in record time, breaking several speeding laws as he did, his heart pumping and his teeth grinding after his conversation with Rhodey. Even in a hospital bed faced with paralysis, Rhodey was the calmer of the two, the most rational. It would amaze Tony if he hadn't already been friends with him for thirty years. At this point, he knew what to expect from his level headed friend. But his thought that Penny should continue to be Spider-Woman--that had shocked him.

The short answer in Tony's mind was a clear and definite _no._ It was a locked door in his mind, and he'd already thrown away the key. The idea of Penny fighting people on the street--thieves, murderers, and just overall people who were walking a thin line of what they were and weren't prepared to do--it frightened him, to say the least.

But then he thought about the Expo. She'd been there, and she'd been strong and smart and resourceful. She had been what saved hundreds of people that night, including himself. Suddenly the image of a red figure dashing in the way of a bright light, screaming in pain as she was flung through the air, and crashing through the glass as he barely managed to catch her was more terrifying than it had once been. Because then that red figure had been a good samaritan. Now, that figure was a fifteen year-old girl. _His_ fifteen year-old girl.

The two thoughts warred in his head, fighting for an answer.

Penny wasn't Spider-Woman for fun, she'd become a superhero to defend those who couldn't defend herself, to keep others from losing family. When he'd given her the suit, he'd understood the reasoning, the need to protect, and hadn't looked back to even assume that the suit had been a bad decision. But Penny wasn't the only one determined to protect, and when it came down between the two of them, he was determined to win that fight.

Tony blew out a breath of hot air as he pulled up into the compound, parking hastily and stepping out. He hurried into the building, ignoring any of the employees or directors who tried to stop and talk to him. You'd think the pajamas and and raging look he shot them would deter them.

"Where's Penny right now?" he asked Friday.

"She is currently making breakfast in the Avengers common room, boss."

"She hasn't hurt herself has she?"

"She's fifteen, not five, sir."

He rolled his eyes as he stepped into an elevator, "Duly noted."

The elevator ride was short, opening silently on the common room floor. Immediately the smell of burnt sausage and the air of chaos reached him, and he hurried around the corner to find a sight that brought the brightest grin he'd had in days.

Penny was coughing slightly as she attempted to fan away smoke leaking out of a pain. The oven beeped loudly, shrieking for attention as the timer went off. Cracked eggshells littered the counter, as well as an open container of sausages that was half empty and beginning to roll away from the girl who had taken to trying to pick up the pan and move it to the sink.

"Shit, shit, shit!" she muttered, grabbing at it but pulling back her hand with a hiss. Still amused, he stepped forward.

"Is sausage supposed to smell like that?"

Penny looked up at his words, shocked and blinking at him as though she'd seen a ghost. He opened his mouth to say something else when she leaped towards him in a skip of fright.

The pan caught on fire.

* * *

The pan caught on fire.

Penny blushed as she grit her teeth, staring at the fire as it turned the already blackened sausages to shriveled crisps. Not quite what she'd meant to do. Thankfully, she'd been able to jump away before the flames could reach out and grab her. They were already dying, beginning to burn itself smaller as the red receded, though the flame still clung stubbornly to the pan.

The girl glanced at her father, expecting anger or fear at her leaving the tower and having caused a fire, but instead he _laughed._

Tony dissolved into giggled laughter, snorting in amusement as he practically beamed at the dwindling fire on the stove. She stared. After a moment, he caught himself, stifling his laughs with a gurgled cough that told her he was struggling to keep the delight down.

"Sorry, sorry," Tony apologized, turning to check on her, "No burns?" She shook her head, "And you didn't cut yourself while trying to make, um...breakfast?"

She glared, but held her tongue and shook her head, "No."

"Good. I'm glad you're okay, Panda." Despite the fire and mess in the kitchen that Penny had created, she knew he wasn't just talking about her less than desirable attempt at breakfast. The sincerity in his eyes told her that he was glad she was okay after she'd left the tower.

All of the sudden, guilt swarmed her. How had she not thought about how worried Tony must have been? Must be? She'd been kidnapped barely a week ago! And she'd just _run off_ and hadn't even thought about how it would affect Tony. The worries and anxiety under her skin refused to melt away, instead bubbling up hotter and forcing tears out of her eyes.

Tony's smile dropped immediately as she tried to rub the tears away--she was so sick of crying!--placing a hesitant hand on her shoulder, and she hated it. She hated that he was suddenly afraid to touch her, like she were a wild animal that would throw him off at the slightest movement. Like--like she didn't love him...

Did she?

The tears only heightened in their determination to escape.

"Hey, hey. It's okay, honey," Tony soothed, "I'm not mad, I'm not going to yell. I promise." Penny could only blubber out an unintelligible response, "Okay, take a breath, bambina. It's okay, it's okay."

Tired and unsure, she reached. Tony seemed to understand, a million tellings of love in his eyes as he wrapped her in a hug. Penny took in the smell of him, not realizing just how much she'd missed his soft hugs and his overwhelming bouquet of expensive cologne that was always washed away by roasted coffee and old motor oil.

He continued to ramble soft assurances as she cried herself out, the hand on her shoulder having graduated to her hair, scratching against her scalp. The rhythmic movements calmed her, eventually petering out her sniffles, though she didn't let go of her father.

"I'm sorry for leaving, I didn't mean to worry you," Penny mumbled. Tony shook his head in defeat.

"It's okay," he assured, "I mean, please don't do it again, but it's alright, kiddo." Penny nodded, Tony hesitated, "Can you tell me why you left? About your nightmare?"

Penny froze. She didn't want to even think about her nightmare. About how horrible it was. About how the thought of it made her want to throw up in her mouth and break down crying once more. And she didn't want to tell Tony. She didn't want to be a problem child. She couldn't go five seconds without doing something absolutely stupid and dangerous that only hurt everyone else.

"Please?" Tony asked. She couldn't say no when he said please. So, embarrassed, she swallowed and nuzzled a little deeper into his chest.

"It was...um, you were dead. In the nightmare. And Pepper and Rhodey and... _everyone else."_ It came out as a whisper, small and almost lost to Tony's frayed old shirt.

Her father pressed his nose into her hair, "I'm sorry, bambina. It's okay, I'm right here, hon. I'm not going anywhere."

Penny squeezed her eyes shut, knowing the precariousness of that promise, but she thought back to Tony's assurances from yesterday and bit her tongue. She didn't need to constantly bother him about it. She just needed to...she just needed to trust him, even if she didn't know if she could believe him.

Tony pulled away gently, keeping a steady hand on her shoulder and catching her with a piercing stare, "I wish you'd come to me about this. You can let Friday wake me up, or better yet, you can come get me yourself. Okay?" She nodded. "How about we set a rule? You need help, come and get me. Simple, right?"

Penny huffed at his teasing tone, nodding, "Yep. Simple."

Tony smiled, "Great. Now, how about we _actually_ fix breakfast."

"You're a bad cook too."

"Evidently, not as bad as you."

Tears still drying and heart still racing, she managed a smile.

The two cooked in relative silence for the first few minutes, an old song quietly playing as they first cleaned up Penny's mess and started fresh with her original breakfast plan. Once they got the new sausages in the pan, Tony spoke.

"So," he started, a hint of uncharacteristic nervousness in his voice, "I think we need to talk about your powers more, if you don't mind."

"I don't. Mind, that is."

A small amused smile tugged at his lips, "Can you tell me what your powers are? A little list, if you will. What helps, what hurts, how can I help?"

Penny blinked. She turned back to the eggs she was stirring for an omelet, furrowing her brows, "Um, super strength and I think durability with it? Ah, I'm faster, and my senses are a lot better than normal people's. Like, crazily better. And I heal really fast. Oh, and I stick to walls, obviously."

"Obviously," Tony quipped.

"And I have this, uh--" Penny waved her hand as she struggled to explain, "It's--ah, it's like a warning system? A danger sense? Ned just calls it my spidey sense, which is dumb, but whatever."

"A danger sense?" Tony repeated, incredulusity clear in his voice. Penny just nodded with a shrug, as though it were the most normal thing in the world.

"Yeah. So, like, if someone would try to hit me, I'd have a tingle in the back of my head and I'd know, and they wouldn't be able to hit me. Usually."

"The 'usually' is concerning."

"Depends on how often people try to hit me."

"I feel like it happens enough to be concerning." She shrugged. "And none of your powers hurt you at all? Nothing a bit too...spider-y?"

"I have sensory overloads sometimes," she shrugged, stirring some pepper into the eggs, "And I get cold pretty easily, but that's about it. It's not anything like, _crazy._ "

Tony nodded. She caught a thoughtful look on his face as she glanced at him behind her hair. She recognized this look by now. A million ideas racing, every possible solution popping into his mind. After a moment, he seemed to come back to himself, flipping the sausages. They were only slightly burnt.

"So. why a spider?" Tony asked.

"A spider bit me and gave me powers."

He paused, looking at her sharply, "Back it up, back it up. A _spider. Bit_ you. And now you have _superpowers."_

"Yeah. Well, it was a radioactive spider from Oscorp."

"Of course it was Oscorp. I'll sue them one day. Expose them for all their _stupid_ shit," Tony muttered, and surprisingly, Penny smiled, amusement escaping lips and shining in her eyes. He caught her smiling, and a grin was shot her way.

Penny waited until they were piling the food onto plates until she asked her own question, "Will I be going back to school?"

Tony paused, "Do you want to?"

"Yeah."

"You're a strange kid," he joked, "You have a week off if you want it, or you can just go back on Monday."

"I wanna go back on Monday."

"Okay, I'll let them know."

"Thank you, Tony."

He rolled his eyes in amusement, "It's just school, kiddo. C'mon, let's get Sourpatch his breakfast."

* * *

Breakfast and, surprisingly, the rest of the day passed by smoothly, if a little tensely. Tony was sure she and Penny were more or less keeping it together for Rhodey, though some subtle glares from the man sent his way. Not that he paid much attention to the obviously annoyed looks, instead typing away hurriedly on his phone.

They stayed in the compound medbay for most of the day, playing cards, watching shows, and letting easy but botched conversation flow in gentle, biting words between them. The two ended up leaving just before dinner after the doctor came in and told them it was time for Rhodey to have some more scans. Tony had stood up and announced it was time for them to be home, and they'd left in his car.

Penny practically slunk from where she sat in the shotgun, staring out the window, her shoulders squeezed together nervously. He wondered what she must be thinking, why she was so hunched and hesitant. He swallowed, thinking about everything he'd done that day. He'd been as open as he could be, refusing to fall back into old, destructively snarkish habits. He wasn't a genius, billionaire, philanthropist, at that moment. He was a dad. And he was a dad in this moment too.

And he'd have to be a _good_ dad if he wanted to keep his world going.

The sun cast a soft red glow over their floor as the two stepped out of the elevator in the tower. Penny stood beside him hesitantly, a glance underneath her curtain of hair sent his way. Taking a deep breath, he headed towards the lounge area, "We need to talk, kiddo."

He sat down on the couch, and she perched beside him, burning a whole into the couch cushion in front of her.

"Kid," he started, wariness leeching into his voice, "I feel like... I don't think we're connecting well, as a-as a family." Something changed in her expression, screwing up in a hidden wince. Immediately, he panicked, fixing his statement, "It's not your fault, Pigeon. None of this is. I've been busy and you've been stressed--and I think it'd be better if we laid out a plan."

"A plan?" she repeated. Tony nodded, "What kind of plan?"

"Like a--" he struggled for a moment, clicking his tongue in exaggeration, "Like a bonding plan. Don't laugh, it sounds dumb but it's gonna be great." Penny looked as though she had a giggle trapped in her, pursing her lips to keep it jailed, but Tony could still see it in her eyes. He pointed an accusing finger, "Brat. You're a brat."

"...It's a little funny, Tony."

He rolled his eyes, "Yeah, I know I know. I'm hilarious."

Once the giggles had died down, he grabbed a hologram from the air, pulling it down in front of them as though they were about to watch a very exciting movie through it. Instead, it was an empty doc waiting to be edited by the two.

"So, uh, Dr. Patel suggested this to me earlier. She said it'd be good to concrete what we think _is_ working and what we think _isn't._ And what we could do to fix it? Sound good?" She nodded, wide eyed and, "Good. How about I start?"

"Sure."

"Great," he thought for a moment about what he wanted to say, remembering what Dr. Patel had told him about 'I feel' statements and positive reinforcement. He still felt like a robot as he spoke though, "Well, I feel that you're an amazing, trusting kid, and I think that our relationship works because we can have a lot of conversations, that are both easy and hard. What I think isn't working, is that I focus too much on making sure you're safe physically instead of okay mentally. I think this can be fixed if I remember to check on you and make sure I'm working inside your boundaries."

Penny blinked up at him.

"Easy, right?"

"You sound like a school guidance counselor."

"A cool one though?"

Penny pursed her lips, "Sure."

"Okay, okay, I can feel the disrespect," he joked, making sure that Friday had written down what he'd said in the hologram before turning back to his daughter. He already felt exhausted. "Your turn."

A sliver of her nervousness returned, but Penny took a deep breath and followed his pattern, "I, um, I feel that you're a good dad, and I think our relationship works because you really want to be. A great dad, that is. I think it doesn't work, uh, sometimes because I don't like to ask for help. I think this can be fixed if I remember to be less nervous and that you want to help me."

He smiled, "Great. That was good, bambina."

It went on like that for a little while, each hesitantly swapping remarks and resolutions that Friday typed down, until they had a nice little list going. Tony would say it lasted a good half hour before he decided to let the girl be done. She looked beat, and wringing anymore emotion out of her would probably result in her falling over in exhaustion.

The two ordered some classic New York pizza, sharing with Pepper when the woman arrived, having put out fires and hidden the news of Penny's recent kidnapping. Penny didn't need to deal with any more publicity or questioning, and after a few words and deals with some weasley politicians, the public wouldn't know. It was a small relief, but a relief nonetheless.

The family cuddled on the couch, Penny squished between the two, as the Star Wars movies played on the large screen. Penny practically dripped with exhaustion, constantly blink awake and mouthing to the words on screen, clearly having memorized the films. It dragged a smile out of him, and he and Pepper exchanged an amused glance as the girl practically vibrated with excitement when Han Solo was frozen in the chamber.

Penny eventually slipped asleep, resting on his shoulder. And though everything was a mess, and though his world had been splintered, he felt calm. He felt okay.

His family was safe, and that was all that he needed at the moment.

**Notes for the Chapter:**

> eyyyy kinda happy ending!!! also it's my beta reader's birthday!! everyone say happy birthday!!
> 
> one more thing. im gonna participate in febuwhump, so look out for those and know that if im held up, its gonna be mostly cuz of that


	45. Fear on Fire

**Notes for the Chapter:**

> woooo!!! next chapter!! also i made some art. im calling it 'top ten photos taken before disaster' lmao
> 
> https://iwritedumbshit.tumblr.com/post/642501080902696960/top-ten-photos-taken-before-disaster-i-was
> 
> also i passed my chem exam.... with a 71 :,))))  
> lmao i signed up for ap chem and i need to drop out FAST. my friend got a 95 and is trying to convince me to take it with her. um, NO

Tony tapped his fingers against the steering wheel, forcing himself to keep a light grip and remain calm. Not that he _wasn't_ calm, he was just worried, and really, he should have every right to be. Penny going back to school, while he'd offered it and had double checked security, still made his heart beat significantly faster, which, considering his daughter had super hearing, wasn't ideal. He didn't want her to think he was nervous, because he didn't want her to be nervous either.

The girl in question sat in the seat next to him, staring idly out the window as they made their way through the city. He wondered what she was thinking about, if she had picked up on his nerves or remained blissfully unaware, instead using her powers to observe the city. Part of him thought it was the city. The girl had been cooped up so much lately, especially now that he knew of her earlier superhero escapades, she must be missing remnants of her old life.

He swallowed down remorse.

At least the man could say that he was trying to find a compromise. After Penny had fallen asleep a couple of days ago, he and Pepper had done some brainstorming for what they felt like the girl needed, especially with the added information that she was enhanced. On the list included: regular exercise, training, proper nutrition, a day or two a week that she spent out of the tower that wasn't school, and a way to communicate that was less direct.

The last one had been suggested by Dr. Patel, who Penny had seen yesterday. The woman had mentioned that the girl often had issues with confrontation, so a different way to communicate would be better. So in came more 'I feel, I think' conversations and a whiteboard on the fridge full of thoughts. He and Pepper had been the only ones to try and fill it out so far, but hopefully Penny would eventually follow suit.

The other items had been able to be a little more immediate. With a little help from Bruce, they'd managed to piece together how much nutrition and exercise Penny needed. To put it lightly, it was _a lot._ It resulted in him making sure she took extra helpings during meals together and a box of specially made dense nutrition bars stuffed into her backpack and stocked in the pantry and placed on a shelf in her room.

Exercise was a little more difficult to do, but not impossible. It wasn't like he could just tell her to run on a treadmill for an hour. One, she needed more movement than that, and two, he didn't think she'd be able to run for two minutes before getting distracted and bored. The solution had presented itself in a couple of situations.

The first was that the Avengers gym could already contort itself into an acrobatics course that changed every time it was used, and while being used. Penny's face had lit up with excitement when he'd shown it to her, and he'd watched with amazed amusement as she played with it, his heart skipping with every flip she did.

The second was Steve. After Tony and Natasha's argument, the woman had receded from him, staying away from his floor and leaving the room whenever he entered. When the two found themselves both present, a lingering tension presented, refusing to leave and both refusing to let go of it. He couldn't stop himself from feeling hurt and betrayed, and like his daughter had been put in danger, whether intentional or not, and he didn't want the woman near his kid. Not when he felt like he couldn't trust her. So, Steve was the next logical answer.

The soldier was closer to Penny's powers anyway, and while the two had never been the most _amiable,_ he still trusted the man enough to 'train' his daughter. He said train lightly because she wasn't really training for anything, not if he had a say in it. If at all, she was just learning. Learning to defend herself and keep her powers under control, as well as the added bonus of the two both burning off energy.

All in all, Tony felt like he'd made a good start. Now all he had to do was deliver her to school and try not to hover. He had things to do, after all, since the Asgardians still needed help and Phoenix to be taken down and to take down weapons suppliers that were becoming exceedingly dangerous and advanced, if the weapons they'd used at the barn were any indication. Especially Madame Mask's suit.

That was the last thing that Tony was struggling to keep up with. May Parker. A woman who had somehow found herself back in the keg of this overcomplicated clock. It terrified him. The woman was still out there, desperate to take his daughter from him. And Penny didn't know at all.

If the girl had been made aware of her deceased 'aunt's' reappearance, he was certain she would have said so by now. Sure, she'd kept secrets before, but this felt like something she would have mentioned. And it felt like something she would have been absolutely crushed by, which was part of why he was hesitant to mention anything about her.

He knew that he was being a hypocrite by keeping secrets from Penny while simultaneously reprimanding her for doing so from him, but he just didn't know where to start, and though he loathed to admit it--he was afraid. Tony was afraid of how Penny would react. If she would lapse into what she'd been when Parker had first disappeared, or if she would hate him for the secret. And a tiny part of his brain, vindictive and loathsome and vengeful, told him that Penny would leave him. That she'd want to be with Parker instead of him. That her life had been easier and freer before. And he couldn't shake those doubts because he knew they were true.

It was true that life _had_ been easier for Penny before he came along. She'd been able to run around New York as she'd pleased. She could do what she wanted and go where she wanted with no fear of the press or people trying to hurt her. And she'd lived with someone she loved.

Right now, she didn't have any of that. But, _God--_ he was trying... He was trying.

Tony glanced over at his kid as he pulled up into the school drop off line, watching as she tensed up, her fists curling and shoulders squaring. He pursed his lips.

"You don't have to go to school today if you don't want to, Pigeon," he assured. Penny turned away from the window where the first snow was falling to look at him, shrugging.

"No, it's fine. I wanna go back."

"If you're sure," he said, "But remember that I'll come get you anytime. Just call me, okay?"

"Okay, Tony."

They pulled up at the drop off zone, and Tony couldn't deny the way his hands tightened on the wheel, afraid to let go. Penny, thankfully, didn't take notice, instead reaching for her bag and hoisting it over her shoulder. She opened the door, slipping out quickly and reaching back in to grab her lunchbox.

"Have a good day, kid," he said, pointing at her, "Happy'll pick you up at 2:45, and no Spider-ing."

Penny glanced up at that, a guarded look flitting across her face. He immediately knew that that hadn't been the right choice of words, and he wanted to take it back, but she'd already closed the door. A wave and a "Bye, Tony!" reaching through the door.

Tony sighed. He drove away.

* * *

Penny stepped through the halls of her school, her head downcast, lips pursed, and brows furrowed. Her mind wandered, roaming over and examining what Tony had told her. _No Spider-ing._

She wasn't quite sure what to do with that. Obviously she understood what he meant, the question coming to her mind was instead about _why_ he'd said it. The girl guessed he must not trust her anymore if he'd said it, which made sense. She'd run off often enough to reap that expectation, not that it didn't hurt. Or maybe he didn't trust her not to expose her powers, which, somehow, hurt even more. Her powers were something she kept carefully hidden, and she'd never really been given the chance to explicitly _trust_ someone with them. Maybe Tony had reason to be worried she'd use them in the middle of school, but the implication still tugged at her.

"Penny?" asked a concerned voice.

The girl looked up from where she'd stopped at her locker, finding herself face to face with her friends.

It was Ned who had said her name, looking worried, his brows furrowed and slightly teary eyed. They'd texted since she'd gotten back to the tower, but she had to admit that it was different to seeing him in person. Penny held her hand out, and her friend complied with their regular handshake.

"Hey, Ned. Hi, MJ," she greeted, turning to her locker and clicking it open. She began to stuff her unneeded books inside, "I'm sorry I couldn't see you sooner, everything at home's been--it's been pretty crazy."

"We get it," MJ said, "Well, sorta. But it's fine. I'm just--we're just glad you're okay."

"Yeah," Ned agreed, "What happened? If you--"

"Stark!" called a familiar voice. Their heads turned at the source, all three staring at Flash, who hesitantly made his way over to them. He no longer looked as confident as before, but he had a strange air of hesitance around him. He was tired, it was easy to tell, what with the bags under his eyes and the way his hair was scruffier than usual.

Penny hadn't seen the boy since they'd escaped from the barn. A butler from the Thompson estate had picked him up and Pepper had later gone over to make sure no news of what had happened to them had hit the press.

"Thompson," she responded, feeling more than a little awkward. A moment passed.

"I'm sorry." Penny was barely able to keep her jaw from dropping, "For uh, bullying you and stuff. And--and thanks for rescuing me. Um, I won't tell anyone about--y'know."

Penny had to assume he was talking about her powers. She'd more than revealed herself at the barn. If she was being honest, she hadn't thought much about Flash seeing her rip that chain. Everything else had pretty much taken up the forefront of her life, but now it made her heart skip a little realizing her bully knew her biggest secret.

Second. Second biggest secret.

She nodded dumbly, "Um, yeah. Thanks, Flash."

"Yeah, well, see you at decathlon." He disappeared back into the crowd. She turned to her friends.

"That was weird, right?"

"Definitely," Ned said. Penny closed her locker, shifting her bag back onto her shoulders and staring off at where the boy had disappeared. For once, she wouldn't mind seeing him at practice.

Flash was nicer to her throughout the day. She didn't have him in any of her classes anymore, but whenever she saw him in the hallway, there was a tentative smile on his face. It was like he was continuously apologizing. And Penny smiled back. A mutual understanding.

At the very least, everything at _school_ felt okay.

* * *

Penny couldn't move. That was the first thing she noticed. The next thing she noticed was...well, nothing. There was nothing around her but a soulless void. It wasn't black, it wasn't white, it was just _there._ And it pushed against her, trapping her in place and refusing to let her leave. The girl found herself forced to huddle at the weight against her shoulders that pressed like pins and needles.

The girl managed to twist as she attempted to make out the world around her. There was nothing. Why was there--

There was something. She squinted to make it out, two blue specks that grew with each moment. No, not specks. Eyes. Disgustingly familiar eyes attached to dead straw hair and a toothy white grin.

All the air was sucked from her throat, leaving her dry and panicked. She had to escape.

Struggling and panicking, she shouldered the invisible walls, fighting for every inch of space that restricted her breath, suddenly too familiarly close. Too hauntingly close. She couldn't think when she couldn't breathe, and she couldn't breathe when she couldn't think. So Penny pushed. She pushed and pushed and pushed, straining against the hard wall that refused to give.

And then she fell.

A silent scream escaped her lips as she lurched forward, reaching out an arm as she tried to hang onto something-- _anything--_ but nothing came. Nothing was left of the void save for those blue eyes.

And then those were gone too. Everything was gone, swallowed by her bedroom. Her bedroom?

She blinked, twirling around the room. Free to move but still not free to breathe. She was pretty sure she was breathing, but it felt more like dry heaving than taking in air. But still, it was something. It was home, but she was still trapped.

The girl dashed to the window, surprised to see the city skyline was still there. She'd half expected outside to be just like the nothingness from earlier, but instead it was the bright lights of an evening New York skyline. It was almost familiar. Almost.

As she stared out the window, the sky began to shift, morphing. The blue eyes were back. The straw hair terribly dull. The twisted smile pearly white. New York had turned into Skip, and she was sure there was no escape.

Her breath halted, her heart squeezed painfully, and she ran. The teenager bolted for the door, ripping it open and sprinting out without another thought.

There was no hallway outside her room, no way to escape and find Tony or Rhodey or Pepper, just the nothingness. But it was too late. She fell. She fell as far as the tower was tall, the fear of pain and the relief of escape colliding.

As the fear crescendoed, she smacked against the floor. Penny forced herself up, staring around her old apartment in confusion, halting when she spotted a familiar figure.

"Tony!" she called out, rushing to her feet and over to the man. He was facing their small window that had looked out over an alleyway, not turning as she called out his name. Just staring, ramrod straight. She called his name again, reaching for his hand. The moment her fingers touched his, he disappeared.

Her father turned to smoke with a great, earth-shattering _BANG!_ that removed her from the apartment. She blinked and she was in an alleyway slicked with rain and dark with moonlight.

A gasp caught her attention. Her head shot down, her heart stuttering and a cry escaping her lips.

Tony lay on the ground, a puddle of blood pooling underneath him from a gaping hole in his chest where the arc reactor should be. Blood spittled from his lips and his eyes bugged in fear.

The girl kneeled beside him, shoving her hands over the bloody hole and fisting up cloth, trying to stem the blood. Tears fell as fast from her eyes as red escaped from her father. She sobbed.

"Tony," she whimpered, "Tony, please. Tony _please. Tony please!!"_

She couldn't say anything but those two words, tumbling out like an unending waterfall, pleading and breaking. But nothing changed. The blood on the pavement grew, her tears mixing with it. Rain began to pound down, a symphony of pain.

Penny fell out of bed when his heart stopped beating.

* * *

Planets drifted above, cartoonish stars drifting on silver spools that twinkled, singing in tune with the family underneath the heavenly mobile. The stars loomed, the planets leered, as though they knew what would happen. But the man, happily singing, was left unaware.

He wasn't old, but wrinkles darkened his face, a man who had seen a lot. Who had suffered a lot. He wasn't suffering now though, now his eyes were bright, his face a smile. He twinkled with the stars and the sun, as if they were made just for him.

Just for him and the girl in his arms.

The baby was tiny, a tuft of curly brown hair paired with bright copper eyes that matched the man's to a T. She was silent, save for small gurgles of peace that escaped as the man sung, as though trying to copy her holder. His voice was a melody, soft and somber, as if he too were aware of the world and all its pain.

_"Una volta c'era un Penny,_

_Boom boom, boom boom..."_

Tony cradled Penny, holding her close to her chest. Love bloomed, soft and never ending, not if he had anything to say about it.

He knew he didn't.

_"Una volta c'era un Penny, che ho cullato e amato, per il quale ho appeso le stelle e le lune sopra,_

_Boom boom, boom boom..."_

Tony was lost in Penny's eyes, wishing to press a kiss to her forehead, but the words swimming from his lips refused to stop, and copper refused to let copper go. And he didn't want to leave. He didn't want this moment to ever end. It couldn't end. He knew what waited for him when it did.

_"Una volta c'era un Penny,_

_Boom boom, boom boom,_

_Una volta c'era un Penny, l'ho tenuto e lo avrei tenuto per tutto il tempo,_

_Boom boom, boom boom..."_

Tony stepped towards the crib, still staring down at his daughter, who had yet to look away. In fact, she hadn't blinked, her eyes staring forward blankly. Gray. They were gray. _She_ was gray. All color had left her cheeks, strained from her hair. She was gone. He stopped singing, a silent scream on his lips, but the song continued on.

_Il suo sorriso calma il mondo e calma il mio cuore,_

_Boom boom, boom boom..._

He was suddenly no longer holding a baby. Penny was four, her hair no longer a curly tuft but a bushel that was held in childishly bright clips, stark against her dull ash skin. Her eyes stared ahead, glossy. The cartoonish stars and planets above reflected in the deep sky that was her liquid eyes.

The man fell to his knees, tears streaming down his cheeks as he stared at his daughter helplessly. The water rolled in fat drops, falling harshly against the floor. The room began to flood, but he couldn't find it in himself to care. Instead, he reached a shaking hand to her face, his hand shaking as he moved to touch her stone cheek.

"Bambina..."

_La sua risata riempie il mondo, e riempie anche la mia,_

_Boom boom, boom boom..._

His hand touched her cheek, and she was no longer four. Fifteen year-old Penny now lay limp in his arms, held aloft by the rising water. Her expression was the most broken of all, dark tear stains running down the cracked stone of her face. A statue, limp and feeble from his failure.

"Penny," he cried, his voice breaking, "Penny, Penny, _PennyPennyPenny!!"_

With each crack of his voice, a crack in his daughter.

_Terrò e proteggerò, per tutta la mia vita, per tutta la mia vita,_

_Boom boom, boom boom_

_Terrò e proteggerò, terrò e proteggerò la mia stella..._

The room was flooding, and suddenly the water became apparent to Tony. He cradled the girl up in his arms, forcing her head up above the water as if it could save her. As if _he_ could save her. But he couldn't not try. He couldn't leave his daughter to drown. But there was no escape.

The room flooded higher, the water in the room rolling in brutal waves. A storm in the sea, and they were an untethered boat. They were only tethered to each other. He hugged Penny closer to her, kicking to stay afloat, swerving around for the door to the nursery, but the walls were gone, replaced by open seas and roaring winds. Pleating rains beat down, each drop a reminder of his failure.

"I've got you, Bambina. I've got you." His words were soft and hoarse, but he refused to give. He refused to let go. "I'll get us out. I promise I'll--"

Tony turned in the water, his words cut off as a monstrous swell surged above him, a sharp arc that touched the stars above. It was bigger than New York. It was his fears. It was his guilt. It was his failure.

The tide crashed down, beating him under the waves. Penny was gone.

He screamed.

* * *

Penny heaved, gasping in for breath as she struggled to kick the covers off of her from where she had smacked against the floor. She turned to the window immediately, half expecting for the city to be gone and have been replaced by that pair of haunting eyes, but instead it was just the city accompanied by a white flurry outside. The girl shivered, hugging herself and pulling the dumb Avengers blanket Tony had given her around her shoulders.

"Penny," Friday said from the ceiling. She'd been waiting for the AI to speak up. "Would you like for me to alert Mr. Stark?"

"Um," she hesitated, taking in another deep, rattling breath. Every time she blinked she saw Tony on the pavement, the darkest and most vivid red she'd ever seen surrounding him. She wanted to see him. She _needed_ to see him. "No, uh--it's fine. I'll--I'll go get him, if that's okay."

"Of course, Penny. Mr. Stark would be happy to help."

She sucked in another deep, rattling breath before picking herself up off the ground. She kept the blanket over her, the plush fleece trailing on the ground behind her. The girl didn't go to her door first though, instead heading to her bathroom and splashing her face with cold water. Her panic hadn't completely receded when she was done and had sipped from the sink, but she at least _looked_ less terrified. Her heart still beat erratically against her chest, her ribs aching with each beat, and tears still slipped down her cheeks, albeit less heavy than before.

The girl had only just grabbed the door handle when she heard an abrupt scream, halted. She froze at the sound, recognizing it as Tony's voice. Anxiety bubbled under her skin immediately, a million thoughts racing against one another. Was he hurt? Were they under attack? What had happened? Was it a nightmare? He'd said he had nightmares before.

Only one way to find out.

Now doubly determined to see her dad, she slipped out of her room, hurrying to Tony's door as quickly and quietly as she could. She could hear mumbled conversations within the room, and, for a breath moment, she considered listening in, but stopped herself. Just because she had super hearing didn't mean she was entitled to every conversation. That was just rude. She did her best not to listen.

Outside the door, it now stretched a thousand miles upwards, daunting beyond relief. It was a mountain of uncertainty, and not one she knew how to climb. Penny took a step back, debating and chewing her lip in anxiety. She wanted to make sure Tony was okay. She knew she wouldn't be able to function until she did, and especially not sleep, which wasn't great. It was a school night. But her fist was a thousand tons, and not even she could lift that, not towards the door anyway. All she could do was let it hang low by her side.

There was a robotic mumble from inside the room.

The door opened.

She flinched, instantly taking a step back as the soft light in the room invaded the hall. Tony and Pepper stood in the doorway, Tony's face flushed and panicked, while Pepper's was concerned and anxious. She didn't think it had been a good night for any of them.

"Bambina," Tony murmured, "Rough night?"

Hesitantly, she nodded. "You too?"

Pepper and Tony exchanged a glance.

"You could say that," Tony said.

"Come on in, Penny," Pepper invited, extending a hand. After a moment, the girl took it, following the two into their bedroom. She noticed that Tony left the door cracked.

Penny followed Pepper as the woman sat down on the two's bed, Tony sitting beside her as well. Her face flushed with embarrassment as they began doting on her, but she didn't hate it either. The way Tony ran his fingers through her hair, and how Pepper let Penny lean against her. A little, broken family leaning against pillows in the middle of the night, the only light from a dim blue lamp on the bedside table.

"So," Tony started, "Nightmare?"

"Yeah," she whispered, "You too?"

They both grimaced, and she could feel the silent conversation over her head, "You heard that?" She nodded. "Well, I'm alright, Panda, if you must know."

"You didn't sound alright."

Tony sighed, "No. But I feel better now."

Penny didn't, but she didn't say so. She was okay with being cuddled and coddled for the time being, but Tony and Pepper of course had other plans.

"What was your nightmare about?" Tony asked. She shrugged.

"We're here to help, Penny," Pepper said, adding, "But it's okay if you don't want to tell us."

Penny wanted to. She knew they could make her feel better, but when she opened her mouth, words wouldn't come. All that came out was a strained croak. Tony squeezed her shoulder.

The only words she could make come were "I'm sorry," as she stared longingly out the window at the snow that was still falling outside. She itched to patrol, her entire self thrumming with the need to move and burn off the anxious energy that was overwhelming her, but she stayed on the bed. Tony, however, did not.

Her dad froze for a moment before almost leaping out of bed and heading to the door. She and Pepper both watched him in confusion as he walked out the door, throwing over his shoulder, "I'll be right back!"

Penny cuddled up next to Pepper, waiting for Tony to come back from whatever he was doing. The woman pressed her hand against the back of her head, practically rocking her on the bed. Penny almost felt like she was calm enough to let her eyes close. Almost.

"Do you know what he's doing?" Penny asked. Pepper shook with silent laughter, shaking her head.

"I never really do."

Penny huffed out a laugh.

After another minute, Tony finally returned, a bundle of clothes piled in his arms. She raised her brows at him as he threw a puffy winter coat at her, "Put that on, Pigeon."

Penny picked up the coat, "Why?"

"It's cold outside."

"We're going outside?" She could practically smell the cold winter air already. Tony nodded, moving to his own walk-in closet and coming back out with coats for both him and Pepper.

"Yep, and you're a cold spider baby, so put all of that on."

Penny glanced at the pile of clothes he'd dropped beside her on the bed, "All of it?"

"Do you want to go outside?"

"Yes."

"All of it."

She rolled her eyes. By the time she'd put _all of it_ on, she felt stiff with it. Tony had brought her a thick shirt, a sweatshirt, a jacket, a long scarf with little Iron Man masks on them, thick winter boots, and a pair of yellow mittens that matched a beanie that had a little duck face on it. She hadn't even known she'd had all this, but she didn't really go into her own walk-in closet all that often.

"I'm hot," she complained.

"You'll be cold in a moment," Tony responded, adjusting her scarf to cover all the way up to her nose. She glared. Pepper laughed at the sight of her, coming over and snapping Tony's hand away playfully, "What? She'll be cold!"

Pepper rolled his eyes, "Come on, let's just go."

The three left the room, stepping into the elevator and taking it to the ground floor. The door dinged open for them, allowing for them to step out into the empty entrance of Stark Industries. It looked strange, all dark as it was with no one busying about in the way that was usual of the floor. Instead, it was eerily peaceful, washed in blue and flitting shadows as snow fluttered outside.

Tony reached the door first, opening it and allowing for her to step out.

Wind bit at her skin immediately, nipping at her still exposed nose and cheeks. Snowflakes shivered down the sky at a steady pace, already clinging to her eyelashes and hair, melting on her cheeks and mittens. She was suddenly thankful for Tony's overcompensation on making sure she was dressed warm.

Pepper grabbed her hand and they started to make their way down the street. Three pairs of footsteps were left in the blanket of snow behind them, and despite the bitter cold, she couldn't stop smiling. Something about just being out on the streets again--she just felt overwhelmed with a sense of normalcy and joy. She felt like part of a family as Tony checked the traffic before leading her across the street, a protective hand on her beanie.

"Are you okay, Pigeon? Not too cold?" Tony asked after a few minutes of walking. Penny looked up from where she'd been printing her boots into the snow, rolling her eyes with an amused smile.

"I'm great!" she chirped, leaping forward in excitement and planting into the ground, sinking a couple inches deeper into the snow. She turned to look back at them. "Can we make snow angels? Ooo! What about a snowman!?"

Tony and Pepper exchanged an amused glance as they caught up with her.

"Why don't we make an Iron Man out of snow?" Tony suggested.

"Make it fly or no deal."

Pepper laughed. Tony snorted, "Maybe we'll just stick with the snowman for now."

The trio walked until they arrived at an entrance to Central Park, for now empty of anyone else, rare for New York City. Penny rushed in, doing a cartwheel and springing back up onto her feet with an outburst of energy before falling back down onto the blank canvas of snow. An excited giggle escaped her, increasing as Tony and Pepper ran over to her, diving into the snow beside her. Tony pushed a ball of snow over her face, the ice dripping into her scarf and under her shirt.

She shrieked at the cold, pushing him back into the ground as he tried to stumble away, "Hey!! Rude!!"

Tony's laugh was hearty as she pushed him back over, gathering her own ball of snow and throwing it at him. It hit him square in the face. He shook his head, clearing the snow from his eyes and giving her a mirthful look. He began to make another snowball.

"I'm gonna get you for that, Panda," he joked. Penny squealed, stumbling up and running for Pepper.

"Ah! Pepper! He's gonna get me!!" She hid behind the woman, who stood still in amusement as she twisted around her, avoiding Tony as they danced around the redhead. "Pepper!! He's gonna--"

A blast of snow hit her face. She sneezed in response, glaring at Pepper who booped her nose.

"Betrayal," Penny muttered. Pepper flashed her a smile as Tony laughed in the background.

"Never trust anyone," Pepper grinned.

"FREE FOR ALL!!!" Tony yelled. He made a mad dash for the nearest tree for cover. She and Pepper exchanged glances before both ran off in separate directions.

Penny hid behind a tree closer to the entrance of the park, beginning to pack together snowballs and stack them in little pyramids. She could hear Pepper and Tony doing the same in their spots. After a few minutes of preparing, she could hear footsteps beginning to crunch against the snow. Someone was on the attack.

Penny peaked out from behind the tree, squinting evilly at Tony as he moved in a very unstealthy like path between bushes and trees and park benches. He caught her eye, sticking out his tongue. She did the same before ducking behind the tree again.

The teenager piled as many snowballs as she could in her arms before leaping into the tree branches above her, sticking her legs out awkwardly to keep herself balanced. The falling red and brown leaves tickled her. She crawled onto a thicker branch that had less leaves, giving her a better vantage point to attack Tony and Pepper.

The redhead was the easier of the two to spot, and she immediately launched a snowball at the woman. It hit her in the shoulder, the force of it making her stumble back, whirring around wildly as if looking for the source of the snow. After a few more snowballs, she caught sight of the teenager in the tree. Penny flashed her a mischievous grin.

"Hey!!" Tony called. She turned to see him a little below her tree, snowball ready in hand, "Cheater!!"

"Maybe if you weren't so old you could get up here too!" she called down, dodging easily as a snowball was thrown her way. She threw her own back.

Rudely, Pepper and Tony teamed up on her, trying to get her out of the tree as they shot snowballs at her. Unfortunately for them, she dodged just about every snowball very easily, and whenever she threw hers they always hit their target. By the time they'd run out of premade snowballs, Tony and Pepper were absolutely _covered_ in prickly white, while Penny was much less so. The snow sticking to her had fallen from the tree and the sky above as she shook around in the branches.

Penny was snorting with violent laughter as Tony and Pepper descended into chaos, simultaneously making snowballs and throwing them at each other--an occasional one or two thrown her way in a measly attempt--when an approaching sound cut across her. She looked up at the sound of an approaching siren.

Tony and Pepper remained blissfully unaware for a few more moments than her, but eventually the siren arrived in their range. They stopped throwing snowballs, looking around for the noise. Penny climbed higher in the tree, crawling onto an overhanging branch. Her eyes widened as she caught sight of a parade of police cars, ambulances, and firetrucks. They zoomed by, flashing red screeching into the previously silent early morning air.

Her head turned to follow the vehicles. She squinted, gasping at the billowing of smoke that was training into the air, mixing with the dark clouds. Ash and snow drifting together.

"Penny," Tony called cautiously. She didn't look away from where she could see a glowing red light. "Penny, come down here please!"

Penny looked down at where her parents were craning their heads to try and catch sight of her. Her spine trembled, ending in a rattle at the base of her skull. What was happening? She could hear more sirens approaching still. An itch overcame her, familiar and haunting. Something was happening, and people were going to get hurt.

"Penny!?" Pepper called. The teenager swallowed, knowing how much trouble she was going to be in later but knowing she had the power to help these people. She wasn't going to leave them in the fire that was slowly burning up the sky.

With a deep breath, she leaped, jumping over the fence and landing heavily on the sidewalk outside the park. She ran after the parade and towards the fire.

**Notes for the Chapter:**

> if y'all are wondering about the melody, listen to there was a little mouse who lived on a hill. It was my fave lullaby as a kid and yeh


	46. The Axe Forgets, the Tree Remembers

**Notes for the Chapter:**

> tw for references/mentions of sexual assault of a minor

Tony scrambled the moment Penny landed on the outside of the park fence, both him and Pepper racing towards the spiked rail. He pressed his hands onto the cool metal and leaped over it. He skid on the snow and ice on the ground, sliding but refusing to slow down as he attempted to dart after his daughter. Attempted.

The girl was _fast,_ already a block ahead. He watched in terror as she sprung off a building, leaping and then disappearing into the shadowy blur of the night as she raced towards the fire.

"PENNY!!" he yelled, cupping his hands to his mouth. His terrified call could be seen in the cold air. He knew she could hear him, but there was no response. She wasn't going to come back. His heart stuttered, thinking about the monstrous wave from his nightmare. The wave wasn't going to swallow her whole, but a fire might.

With Pepper beside him, the two ran. Their feet pounded against the snow, their harried steps muffled and their breaths hot against the cold, battling against the thin wind that seemed to fight against them. Snow, which had early fallen in small drifts and floated around them lazily, now beat down, burning against his skin and attempting to glue his eyelashes stuck together.

As they were running, Tony dug his glasses out of his pocket, fumbling with them and shoving them onto his face. They lit up blue, scanning him for a moment before his AI spoke up.

"Yes, Mr. Stark?" Friday asked.

"Get me Mark Forty-Seven!" he demanded.

"Mark Forty-Seven is still in the process of being fixed, sir. It's flight capabilities are too damaged to--"

"Just get it here!"

"Yes, sir."

Tony could feel the cold being washed out by the heat as he and Pepper drew near the building, both in desperate need of a break for air but neither stopping for more than a moment to take in the building in horror.

Flames licked the air, glowing crimson reaching for the sky, breaking through windows and doors. Smoke billowed in thick waves, dark and rolling against the night sky, mixing with the heavy clouds up above. Ruby ash, sparked and hot, mixed with the snow, laying in heavy piles against the white on the ground from where it had flickered through the air.

Firetrucks were already hosing the building down, but it was easy to see no amount of water would be able to rid the building of the hungry flames. It was going to burn to ash before the fire petered out. With Penny inside.

The two rushed forward again. Tony began to force his way through the crowd of people--neighbors recording or helping others, and those who'd clearly been evacuated from the building, bits of gray settled on their hair and shocked expressions permanently stitched onto their faces--pushing through until he was stopped by the barrier of police and firemen attempting to keep the crowd back.

Tony pushed forward, but immediately found resistance, multiple voices and pairs of hands pressing him back.

"Sir, I'm going to have to ask you to step back. We are handling the situation--"

_"Get out of my way!!"_ he practically snarled at the officer.

"Sir," the man started again, "If you don't step away we are going to have to--"

"Tony Stark?"

Tony and the rest of the officers and firefighters turned at the voice. It was a fire chief, old and gray and clearly confused to see Iron Man in pajamas and a winter coat attempting to get inside a burning building at two in the morning.

"The one and only. Now let me through," Tony demanded.

"Why--"

Pepper suddenly appeared by his side, having finally made her way through the crowd. She interrupted the fire chief, "Did you see a girl run in there? Teenager, white, brown hair?"

"I--yes. I don't know how she got past us, but she ran in a few minutes ago, and we can't get her. It's too dangerous to send anyone else in," he answered. His eyes widened with realization as he finished his sentence. "Was that--"

_"Let me through,"_ Tony demanded again, dangerous. The fire chief looked between him and the burning building, hesitant, before making a signal to the men that had been blocking his way. They parted. Tony ran through, ignoring the heat of the building, he forced his scarf up to his nose and rammed through the door.

* * *

Penny coughed violently, shuddering through the smoke both around her and flooding her lungs. She was choking on the air, tears streaming down her cheeks in an attempt to clear the ash from her eyes. It wasn't working very well, but she could still see, and her spidey sense led her well enough to keep from the worst of the flames and avoid falling rubble. She did wish she had Karen though, then she'd know where anyone still trapped in this building was. Still, she continued on.

The teenager wound around a wall of creeping fire, hurrying towards the nearest heartbeat. She glared at the door that sat behind a thick curtain of flame and smoke, licking and crawling at the entrance. With a flurrying heart, she burst forward. She grunted in pain as the flames flickered at her legs, but the door splintered under her strength and she didn't have to stay in the hotspot for long.

The apartment was nothing more than a cloud of smoke, thick and heavy and almost impossible to see through. She began coughing again immediately, sputtering and hacking in pain.

"HELLO!!?" she called through her coughs. There was no response, but she could still hear the heartbeats. Stumbling a little, the girl dashed over in the direction, breaking through another door in her haste.

A woman lay on the ground, what looked like an eight year-old and a five year-old passed out beside her. There were four heartbeats. She kneeled down, throwing the woman over her shoulder awkwardly and scooping up the kids in her arms. She stumbled at the awkwardness of it, but managed to keep the family in her arms.

Spider-Woman looked up, searching for the fourth heartbeat. Where were they? She turned in the doorway, peering and catching sight of a man passed out on the other side of the apartment. She rushed forward, unsure of how to help him.

"Sir," she started, prodding him. He didn't stir. After a moment of thought, she placed the youngest boy down, flinching as she heard rubble and cement crash down somewhere nearby. It was deafening and it shook the room they were in, cement crumbling down over them. She grabbed the man, putting him over her other shoulder and scooped up the boy again.

Now properly overburdened, she made towards the apartment door, pausing at the sight of the wall of flames. It had only grown thicker, streaming up to the tip of the door. She took a step back at the heat, not that there was anywhere to escape to. She coughed again, sputtering desperately as dread filled her lungs as thickly as the smoke.

She forced her way to the wall of flames, peering through. Her mouth fell open in horror as she realized what the crash had been. The floor outside had collapsed, leaving a gaping hole open to the floor below. Smoke and dust stirred up in the commotion prevented her from seeing how far down the jump was, but she knew she couldn't make it. Not while holding four unconscious people in a building bursting with flames and not without injuring herself, making sure the people in her arms would never be safe.

How was she going to get them out?

"PENNY!!"

She startled at her name, squinting and nearly gasping in shock as she caught sight of Tony. He was coughing into his sleeve past the wall of fire and deep into the smoke of the floor down below, swirling wildly in search of her.

"Up here!!" she yelled back, her voice already strained from the smoke. Tony looked up at the sound of her voice, his eyes widening as he caught sight of her and the family she was supporting, trapped up above.

"I'm on my way, kid!! Don't move!!!" he yelled back, pacing up to the flames and rubble. He looked just about ready to jump through the devouring scarlet, eyes desperate as he glanced between her and the flames trapping her up above. She didn't think there was a way for him to get to her.

Maybe she could get to him.

The girl reluctantly set the two adults down, shifting the kids in her arms. The older one mumbled at the movement, but otherwise didn't wake up. She glanced down at the parents she'd set on the ground, reluctant, but she wouldn't leave them for long. Turning back to the door, she forced down trembling dizziness and ran.

She protected the kids from the flames that tore at her skin as she burst through the doorway, grunting in pain but refusing to stop as she made it past the doorway, tumbling down to the next floor. The smoke made it difficult to see the bottom, or any of the world around her, but she managed to land on her feet, only stumbling a little.

She spluttered in racking coughs, turning and calling, "Tony!!?"

"Pigeon!!?" Tony called back. A moment later, he burst through the cloud of smoke and pain, his eyes widening at the sight of her. He coughed his way over to her. Penny began to pass over the kids. Tony grabbed them on instinct, giving her a confused look, "What are you--"

"Their parents are still up there," she strained, coughing again. The smoke was really getting to her. "I'm gonna--"

_"Don't you dare go back up there."_

"I can't leave them!!" she argued.

"Penny!"

_"Tony."_

They stared at one another, a short, silent face off, interrupted by a strong crackling that caused more rubble to fall to their right. Something in Tony's eyes changed as she stared at him, unflinching. Something like realization burned in them, more intense than the flames surrounding them, and Penny hoped that it was enough for him to not hate her.

"Get them out."

She ran.

She jumped, leaping up high to the floor she'd been on before, once more diving through the flames to get to the people she'd left. She grit her teeth as she felt her leg burn, making her stumble, but she refused to stop. She scooped up the man and the woman and dove back through and into the cloud of smoke once more.

Her burnt leg hit the ground awkwardly, making her stumble. She fell onto a knee, hacking. Stupidly, she tried to suck in a breath, but all that greeted her was blistering heat and burdened clutter, drying her throat and destroying her lungs in seconds. Still coughing, she forced herself to her feet and started running forward. She'd never wished more that she had her AI back as she struggled to find a way out of the destroyed maze of ashy gray and feverous fire.

"Door, door, door," she muttered under her breath in a panic, her voice lost among the flames. She turned, swerving around completely. She couldn't find a door. _"Shit!_ C'mon, Penny. Find the door. It can't be--"

Penny's ongoing spidey sense rattled stronger than before for a moment, just quick enough to allow her to step back and avoid the brunt of collapsing rubble. It dove down in front of her in steaming sparks, dust and smoke haloing off of it, striking her eyes. She stumbled back at the grit that hit her face, wishing desperately that she could wave it away or rub at the pain in her eyes, but the people in her hands prevented her from doing so. All she could do was stumble back, and, when she finally managed to open her eyes, realize that the path in front of her was destroyed.

And the building kept coming down.

"Okay," she coughed, "Gotta--gotta find a door somewhere else."

Among the crackling fire, the distant sound of sinister ticking could be heard. The teenager cocked her head, trying to understand the origin of the ticking that sent a new shiver down her spine with each click. After a few moments, she gave up.

Penny turned, battling her way through the smoke to the next doorway she could find, but the same reaction played in front of her. A cruel joke.

There was a shattering _BANG!_ overhead--and with startled realization the image of a bomb flashed through her mind--wood and cement burst down in a _CRASH!_ in front of her. She turned again, but more rubble came down, this time too close. A few pieces caught at her back, scratching and burning at her skin as she whipped around at the last moment, shielding the people in her arms. In her efforts to shield them, she was too slow to move out of the way, and her ankle caught. It dug underneath the rubble and burning embers. She screamed as it dragged her to the ground, and this time when she was brought to her knees, she couldn't stand up again. Her entire body shook with the effort to even keep the man in the woman in her arms.

The smoke was making her dangerously drowsy, her limbs weak with fear and pain. Panic, already swelling under her skin and sinking in her stomach, began to come in full force now. She was trapped on all sides, and every tug of her foot was useless as it felt as though it were being cooked off. Rubble fueled great walls of fire, reaching up as far as she could see through the thick smoke that billowed from the flames, black and ashy, pushing against her painfully. And she was sure that all of this was intentional. She was _sure_ that she'd heard a bomb.

Maybe, _maybe,_ Penny could get herself out with a few major burns, but she couldn't get these people out.

And she wasn't going to leave them.

The teenager huddled, hacking so violently that tears bled from her eyes, snot dripped from her nose, and pain spit from her lips. But there wasn't anything she could do. Normally, she was _sure_ she could've thought of some kind of plan or _something--anything--_ but the smoke filled her brain with nothing but lazy fear, clogging her with the thoughts of no escape.

Just as Penny was slumping, she felt another tremble, stronger than the last, run along her spine. She let out a heavy, gasping breath, staring up for the source. Grit poured down from the ceilings, and, knowing what was about to come, she hugged the people to her tighter. She was going to save them. They couldn't _not_ be saved. And if she died doing it--at least they would be okay.

The cracking of the ceiling reached her ears, and she closed her eyes, hunched over in a silent plea as the world felt like it slowed down. She didn't want to lose her family. She'd just gotten them! _She_ couldn't lose them, and she couldn't make Tony go through that again. Rhodey. Pepper. They didn't deserve this.

The rubble came crashing down. There was a _whoosh!,_ a _clank!,_ and an absence of hard heat against her back. Blinking as grit continued to fall, she forced herself to look up. Her eyes widened before drooping with relief.

Tony stood over her in a bright red and gold armor, his blue eyes glowing as the body of the armor shielded her. She watched in amazement as rubble--cement, wood, furniture--practically cracked off of the armor, falling to the side, Death's discarded attempts.

"I've got you, kid," Tony assured, his voice tinny through the suit but no less reassuring. She deflated with relief.

By the time the floor however many stories above had finished collapsing, the only thing around her she could see was black smoke, fire, her dad's arc reactor, and the way waves of pain dizzied her entire world. She wasn't even sure she had a foot anymore. It was as though it had been burnt black and left to rot in campfire ashes.

"I'm gonna get your leg out," Tony said, "I'm not gonna lie to you, honey, it's gonna hurt. Just be brave for me, okay?"

She nodded. Tony set to work.

Iron Man stepped forward, painstakingly moving the rubble that sat atop of her leg as she grit her teeth. It piled down around her, already cracked into pieces and only breaking more, but she felt air rush onto the area, not as scorching as before. She snatched her leg forward with a stifled cry.

The moment she was free, metal arms wrapped around her, scooping up the couple as well, and the air whooshed by. They zipped over flames, and then the sweltering oppressive heat of the building was replaced by sickeningly sharp cold that tore and burned at her skin just as harshly. Her jacket and scarf had been lost somewhere along the way, leaving her in her sweatpants and overshirt.

The couple that Penny had been trapped with were passed along to somebody else, and she was suddenly aware of the throng of bodies surrounding her. She gripped to Tony tighter at the bright, flashing cameras and phones in her face, coupled with the spiraling red of glowing sirens. She gripped onto her dad even tighter, burying her face into his armored shoulder as questions were flashed their way.

"Mr. Stark! Why were you at this building tonight!?" one demanded.

"Was the fire in this building a coincidence or a deliberate attack!?" another brooded.

"Why was Penny in this building!?"

"Why were you and your family out so late?"

"Do you think it's a good idea to let your daughter do the superheroing for you!?"

Tony ignored it all, not even turning to glare at them, instead, all focus was placed on her as he carried her to the nearest ambulance in harried, thudding steps. His helmet receded, and suddenly his voice was right beside her, attempting to block out the continued screaming of questions around them as they forced their way through a horde of people.

"It's okay, Bambina. I'm right here. It's gonna be okay."

Penny attempted to say something, but all that came out were spluttered hacks that shook her entire frame like a rattled windchime. Air felt like it wouldn't come, and she knew it wasn't panic. Not that she was calm, but that wasn't it. Her airway felt blocked with dirt, and every breath was nothing more than a shaky wheeze. Despite the clear air, the smoke still felt as though it were killing her.

Tony let go of her, gently placing her on the back of an ambulance. A medic rushed over to the two, but she flinched back away from the man, gripping onto Tony's arm just a little too tightly. She blinked blearily, staring past the man's shoulder to see the mob of people demanding photos and explanations being pushed back by officers.

A warm hand pressed against her cheek, pulling her eyes away from the crowd and leading her to look at Tony. She didn't notice he'd stepped out of his armor, but she watched as it flew off and back towards the building.

"Is there--There was a bomb! I--it went off. If--if anyone's still in--in--"

"No one's in there, Bambina. There shouldn't be anyway, but the suit's going to double check," Tony explained, his brows furrowed, "A bomb?" Penny nodded. There was forced calm in his voice, "Okay. If there's anything else like that, the suit will take care of it."

"Where's--where's Pepper?"

"Dealing with the vultures. She'll be here when she can," Tony said, "In the meantime, this medic's gonna take care of you, okay?"

She shook her head, bile rising in her throat. She knew it was irrational. She knew that Tony was right here and wouldn't let anything happen. She knew that she was really hurt. She knew that this was someone who looked worried and was trained to help her. But she also knew that what someone was _supposed_ to be wasn't always what they were, and she knew that everything was _too much._

She didn't want to be touched. Not by a man she didn't know.

So she continued to shake her head vigorously, protests tumbling from her lips, "No--Tony. Don't-- _please,_ I--"

"It's okay, it's okay," Tony rushed, but the medic still hadn't left and Penny still couldn't breathe right, "You're okay, _I promise,_ you're okay."

A hand curled through her hair, shaking through ash and grit. Tony continued to mumble assurances, rubbing her hand soothingly. After a few minutes, her panic had receded a little, though her lungs were still heavy with smoke and her leg still stung against the air. But the world had cleared a little more.

"See? Look at that, you're doing great. Do you feel better?" Penny nodded. "Great. But we still need to get you on oxygen for a few minutes and your leg wrapped before we can go home. So if the medic can--"

"No," she shook. She was calmer, but the irrational fears still refused to leave, hanging in a dark cloud over her.

Tony's stare hardened, but he didn't argue, instead turning to the medic he ordered, "I need a supply bag. And bring an oxygen tank over here."

The man didn't say anything, a surprised but determined look on his face, as he left, returning with Tony's requested items before backing off. Penny noticed that he hovered though, a critical and anxious eye as her father set to work.

The oxygen tank was handed to her first, allowing for Penny to press the mask to her face. _Finally,_ she could breathe. Clear air flowed down her sore throat, soothing her. Tony tapped the tank a few times, making sure it was working properly, not that she cared that much. All that Penny knew was that she was tired, her foot was numb, and that Tony was taking care of her. That was all she needed to know.

There was movement around her foot, and Penny flinched back violently. She took back _everything_ about her foot being numb. The jostled movement shot dizzying waves of pain up her leg. She bit down on a scream.

"Sorry, Panda," Tony apologized softly, gripping her hand. She forced herself to calm at his desperate look. "I need to get your shoe off, but it's going to hurt. I'm so sorry we don't have your pain meds here, but this needs to be wrapped before it has the chance of getting infected or healing to the boot."

"Heal--healing to the boot?" Penny repeated. Tony smiled a grimace.

"Sometimes your healing's a bit too powerful, kiddo, and we can't risk it."

"Oh." Penny looked down, tensing. After a moment, she nodded. "Do it."

"You're sure?"

She swallowed but kept her voice steady and strong, "Yes."

Tony took his hand back, readjusted his grip, and tugged.

Penny grabbed onto the side of the ambulance door, the metal bending under her grip as she bit down on another scream. Tears unwillingly leaked from her eyes at the pain, and she gasped at the sharpness of the cold air hitting freshly pink burns and tears. Immediately there was soft shushing and a gentle hand in her hair.

"You did so good, bambina. My strong girl," he mumbled, guiding the oxygen mask back up to her face. She sniffled, pushing down the pain. Tony was here. It was going to be okay.

She was going to be okay.

* * *

Tony wrapped Penny's foot, trying to be as gentle as possible as he bandaged her foot firmly. He grimaced as he did. The foot was an angry red, bits of skin charred black. The whole thing looked a strange mixture of raw and burnt, and he knew that it was causing his daughter a lot of pain. There were pain meds at the tower for her though. He just wished he'd carried a pack with him. The tears streaming down Penny's face were a future incentive to do so.

"Okay, you're good to go, Sweetpea."

"We're going home?"

"Yep," he said, standing up and turning towards the crowd slightly hidden by a firetruck, searching for a familiar head of red hair.

"What about these people? Where are they going to go?"

Tony smiled. Her and her big heart. "The Stark Relief foundation will take care of them. I'm sure tonight some of them will stay with friends or family. But we'll take care of them. I promise."

Penny nodded, but there was doubt in her eyes.

Both Pepper and a small army sleek black cars, Stark Industries stamped on the side, arrived at the same time. Happy popped out of the closest car, a mess in his own pajamas with a thick coat thrown on top, dashing towards the frenzied family.

"What the hell happened here? I swear everything always happens the _moment_ I let you out of my sight. Can you not--"

"Happy," Pepper interrupted, a tense bite in her voice, "Stop talking. Just for--just for right now. Okay? Right now we just have to deal with _everything_ that's going on."

"Fine," Happy nodded after a moment, "But I just want to say that you two are still danger prone."

"Duly noted," Tony snapped. He gestured to the crowd of people still being helped by the firefighters. "I want the Stark Relief Foundation out here. Take statements and make sure they're all insured to get new homes and have somewhere to stay for the night. Not a cent out of their pockets."

"Got it," Happy noted, "I'll take care of it. And Penny?"

"We'll get her," Tony said.

_"You'll_ get her," Pepper corrected. He turned to look at her in confusion.

"What?"

"This is too much to just completely leave, Tony, but Penny still needs help. You take care of her, I'll take care of this."

Tony glanced back at where his daughter was still pressing the oxygen mask to her face. Her hair was still covered in ashy gray but had become flaked with little spots of white from the snow still swirling through the frigid night air. Painful tears broke through the cinders that had coated her cheeks in dark splotches.

He looked back at his fiancee, nodding in hesitant agreement. His nerves were running wild on everything that had happened that night, and it still wasn't over.

He nodded, "Okay, fine. I'll take her home and manage everything I can from the tower. Call me if you need me?" Pepper and Happy nodded. They began to step away, but he waved them back, his voice turning into a guarded whisper. "Wait, wait, one last thing. Penny said--Penny heard a bomb. In the building."

"A _bomb?"_ Happy repeated. Pepper glanced over at where the building was still burning a hot red, rumbling indicating more cement crashing down inside the confines. He narrowed his eyes.

"I guess not a particularly strong one, but keep an eye out, and try to get everyone away from here as fast as you can."

"We'll take care of it," Pepper assured.

"Take my car, the keys are still in there," Happy offered.

Tony nodded once more, jogging back over to where his kid sat and leaving the two behind. Penny looked up as he approached, taking the oxygen mask from her face and placing it to the side. Her breathing seemed almost normal as she did, which eased his own aching chest. He kneeled in front of her.

"Ready to go home?"

"What about the people here?" she rasped.

"Pepper and Happy are taking care of it."

"But I want to help!" Her statement of protest was followed by a splutter of suppressed coughs. He grimaced.

"No, kiddo, it's home time. You already did great here. That family? They're safe, because of you. You did your part."

"But--"

"Even heroes need to rest."

Penny glared at him, but then she slumped in defeat. Her exhaustion was obvious, in the depths of her eyes and the sluggish movements of her drooping shoulders. She muttered, "Fine."

"Thank you," he sighed, standing up and reaching for her. Remembering her freak out earlier with the medic, he stopped and added, "I'm gonna pick you up now, okay?"

"Okay."

He wrapped one arm under her legs while the other supported her back, lifting the small girl with a tired puff and trudging his way through the sludgy snow. Penny curled her arms around his neck, clinging onto him desperately, as though he were going to disappear. Suddenly, he could see all her fear; in her grip, in her shake, in small little sniffles, and in how easily she'd given in to going home.

He swallowed. She must have thought she was going to die in there. The building had only been seconds away from crushing and burning her away entirely, and the flashing memory almost made him stop in fear. Somehow, he kept going, opening the back car door and moving to put her down. He almost didn't want to let her go. Seeing her trapped behind flames and under smoking piles of crumbling rubble--it had been so terrifying he was sure he was going to have a heart attack--and it had done something to him. The idea of letting her go made his heart pick up a little. He had to force himself to try and calm down.

Fortunately, Tony's heart was as healthy as it could be, and he managed to convince himself to let go of his kid. He placed her gently on the cold leather seat, checked that she was comfortable, and slipped into the front seat. The billionaire drove away from the hopeless scene.

The father and daughter sat in cold silence, the only noise the busy of the city, the quiet rustle of the heating vent filling the vehicle, and the rumble of wheels on the snow-slick road. It was a deafening symphony, so stark from the earlier roaring danger from earlier that had emanated in mournful yells of shock, the muffled crackle in the air, and the erratic beating of his own heart. His heart had yet to cease in the current silence.

Yet neither broke the stiffness of the car.

Tony glanced back at Penny through the mirror, watching for a moment at how she stared out the window in wistful yearning, a longing anxiety practically exuding from the girl. She looked up, catching him staring at her, and he focused back on the road. He knew that he should be the first to break the terrified silence that had occupied the car ever since they had, to try and figure out why they'd immediately gone tense, and to try to comfort his daughter that had just almost been killed.

He knew that he should be the bigger person, but he'd also always known that Penny would be the best of all of them.

"I'm sorry I freaked you and Pepper out," Penny mumbled. He glanced at her through the mirror again, watching for a moment as she nervously pulled at her hands, "I mean--I don't regret doing it--but I know I'm not supposed to use my powers... Sorry, Tony."

"Don't be sorry, Shortcake," he grimaced, slowing at a red stoplight, he turned around in his seat. Penny held his stare. "I--I don't want you to be sorry for anything that happened tonight. Those people might not have gotten out if you hadn't been the brave and kind and _good_ kid you are." He let that sit for a moment, watching the words sink and settle in her copper eyes. He swallowed anxiously before continuing on. "And I don't want you to apologize for using your powers--ever. Just because you aren't patrolling as Spider-Woman anymore doesn't mean that's any less of who you are."

Because that was the truth, and it wasn't something he could run away from. He knew that now. Spider-Woman wasn't Penny, Penny was Spider-Woman. Penny was that young woman anxious to put some good into the world, and Tony now knew that there wasn't anything he could do to change that. He had reasoned that as long as she lived with him, she couldn't possibly get out and be a vigilante again, but he'd underestimated her. He'd underestimated her _big time._

It'd barely been a week and she'd already almost died because being a superhero wasn't something you could just _let go._ He knew, he'd _tried,_ and it hadn't worked. But just because Tony had finally come to this realization, didn't mean he knew what to do with it.

The light turned green.

Tony turned back around, rumbling down the dark road once more.

"Will we still go out?"

Tony forced down a hurt sigh at the fear in her voice. This wasn't about him. It was about Penny. "Yep. Why don't we go to a restaurant on Friday?"

"What?"

"You're not going to be punished for any of this, honey, and I sure as hell am not confining you to the tower. Was tonight scary? Yes. Do you deserve to only go between the tower and school? No. So, what restaurant're you thinking?"

"Oh, uh, I don't know."

"That's fine. We'll talk later, I guess now's a bit of a weird time."

Penny hummed, and the rest of the trip was spent in silence. But this time, the silence wasn't oppressive. It still wasn't great, but it was okay. And sometimes, all they needed was okay.

* * *

The car rolled into the tower only a few minutes after her and Tony's conversation came to a quiet close, coming to a gentle stop once in the garage. Penny took a deep, settling breath at the burning pain in her leg and opened her door, moving to step out, but Tony was already there, his eyebrow raised. His hands were placed on his hips in an irate Mom pose.

"What are you doing?"

"Getting out of the car?" she guessed. He glanced at her foot.

"Nope. No walking on that foot."

"I'll be fine, Tony," she mumbled defensively. Tony softened a little.

"I can see your grimace from here, kid. If you don't want me to carry you again, I can go get a wheelchair, or some crutches."

"It's fine. I don't mind being carried." Sure, it was a _little_ embarrassing, but it was also Tony. She could probably throw up in his lap and he wouldn't mind or even ever bring it up again.

"You're sure?" her dad double checked.

"Yeah."

"Okay. C'mere, kiddo."

Tony scooped her up again, gentle and caring. Despite her whole touch-freak-out earlier, Penny clung to Tony as if he were a lifeline, wrapping her arms around his neck and pressing her frozen nose into his shoulder, slumped with the sudden lack of adrenaline. He, in turn, gave her a quick rub on the back as he stepped towards the elevator.

She blinked and suddenly they were on their floor, Tony walking his way to her bedroom. Her grip on his jacket tightened. Tony paused, stopping in his tracks and shifting.

"What is it, bambina?"

Penny mumbled.

"What?"

She felt foolish even as she said it, but Penny didn't want to go to bed. Bed was where her nightmares were sewn into the sheets, sunken in with cold sweat and sealed shut by haunted tears. And she didn't want to lose sight of her dad. It was stupidly clingy, but the thought of her closing her eyes and not seeing him or feeling the warmth of his hand on hers and brightness of his arc reactor was...

It was terrifying.

"Can I stay with you?" she whispered.

"Of course," Tony said, "How about we set up on the couch tonight, huh?"

She nodded in agreement. Tony carried her over to the white couch, placing her amongst the pillows. She allowed him to fret, a large and soft blanket pulled over her as she sunk into the cushions, half-lidded eyes watching him. Unbeknownst to her, she looked at him the way a young child looked at their parent. Interest, fascination, safety.

Love.

Her eyes followed him as he went to the kitchen, grabbed something from a cabinet and filled up a cup of water before coming back to her. She spied a little bottle of medication in his hand.

"How's your foot? Scale of one to ten?" he asked, kneeling down in front of her.

She hummed, "Four."

"Seven, then." She stuck a lazy tongue out at him. His eyes crinkled with amusement, tipping two pills into his palm. He passed her the water and the pills. "Brucie helped make these for you. They'll help."

Penny eyed the medicine for a moment before accepting it, holding out her own hand. She swallowed them quickly with the aid of the water Tony had handed her, gagging a little at the bitter taste. Tony reached out and ruffled her hair before standing up and beginning to move. She caught his hand.

"Stay?"

Two pairs of equally intense copper coins stared at each other.

Alone. Wary. Afraid.

Desperate. Distressed. Hesitant.

"Of course," Tony murmured. He sat down on the couch beside her with a playful but still painfully quiet "Scooch," resting among the pillows.

Penny didn't know when she'd come to trust Tony so much--there was always the consistent fear that someone might hurt her--but she knew Tony wouldn't. Not that she didn't remember the times she had been afraid. Not that he would hurt her, just... _afraid._ She had to suppress a shiver as the memories of when he'd yelled--his voice like quiet thunder--skipped across her mind, or when his thunder had shook with fear at something she'd caused; a lightning strike. Her heart had skipped then, like it had skipped tonight when she'd heard him yell her name as she'd sprinted towards the burning building.

Her heart skipped now, not in fear but in a wild, fearful and expectant imagination.

A familiar, calloused hand began to card through her hair, and the thoughts washed away. A gentle, soothing wave. Penny didn't even notice how tense she'd been until her whole self deflated. Her head rested against his thigh, her breaths low and even.

A raspy, mumbled tune aided the tranquilizing curl of her hair.

_"Una volta c'era un Penny,_

_Boom boom, boom boom..._

_Una volta c'era un Penny, che ho cullato e amato, per il quale ho appeso le stelle e le lune sopra,_

_Boom boom, boom boom..."_

_I cradled and... and loved,_ her brain struggled to translate. _F_ _or who I...for who I hung the stars and the moon--the moon above?_

It was almost like a game, deciphering Tony's soft words. Though she couldn't see it, Tony had a smile tugging at his lips at his daughter's mumbled attempts. He continued to sing, light and raspy, the old lullaby his mother had sung to him, and that he'd used to sing to Penny, tumbled from his lips. A gentle stream of love.

Penny continued to mumble along her English deciphers even as he got all the way to the last verse.

_"_ _Terrò e proteggerò, per tutta la mia vita, per tutta la mia vita,_

_Boom boom, boom boom_

_Terrò e proteggerò, terrò e proteggerò la mia stella..."_

"Boom boom...boom boom..." Penny mumbled as the song drifted to a close, her voice so low and soft even she had trouble hearing it as her eyes slid shut.

**Notes for the Chapter:**

> checkmate either i write nothing or i write a thousand words in an hour and a half wtF
> 
> Happy one year anniversary guys!!! Thank you so much for sticking around so long and, uh, let's hope it's not another year before this finished :,)  
> <3<3<3<3  
> i would've drawn something for y'all but my hw said no so my bad :,)


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